Common use of Obligation of the Company Clause in Contracts

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with If and when the Company shall be required to prepare a registration of the Registered Securitiesstatement pursuant to this Section (b), the Company shall do each of the followingwill: (a1) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating effect and to keep effective the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date necessary registrations or qualifications under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky Blue Sky laws of such jurisdictions within the United States as the Investor Holder may reasonably request and in which significant volumes so as to permit the sale, transfer or other disposition of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: Option Shares being registered; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) or file a general consent to service of process in any such jurisdiction, (Djurisdictions; 2) provide any undertakings that cause more than nominal expense or burden furnish to the Company or Holder such number of prospectuses (Eand each amendment and supplement thereto) make any change in its charter or by-laws or any then existing contracts, which in each case conforming to the Board of Directors requirements of the Company determines Securities Act, and the rules and regulations thereunder, and such number of preliminary prospectuses (containing substantially the information required to be contrary provided in such prospectuses) as the Holder or its underwriters may from time to the best interests of the Company and its stockholders;time reasonably request. (g3) As promptly as practicable after becoming aware of such event, notify the Investor Holder of the happening of any event of which the Company has knowledge, as a result of which the any preliminary prospectus or prospectus included in the Registration Statement, as then in effect, any registration statement hereunder includes any an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to then existing; and 4) register the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement Option Shares to be listed sold on a national securities exchange and on each additional national the securities exchange on which securities the common stock of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of may be listed so that they may be freely transferable without restriction on such exchange. 5) keep such registration effective until the earlier of (a) twelve (12) months after the effective date of the registration period, (b) the date all the Option Shares have been sold or (iic) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration StatementExpiration Date.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty sixty (12060) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, upon written request by the Investor, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board or on the OTC Markets and, without limiting the generality of the foregoing; (ji) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (kj) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lk) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty forty-five (12045) days after of the date hereofDue Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a), above, and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred twenty (120) days after the Due Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest (the "Registration Period") of (i) the date that is three months two years after the completion of the last Closing Due Date under the Purchase Agreement, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Investors no longer owns own any of the Registered Securities (collectively, the "Registration Period")Registrable Securities, which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (if) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the The Nasdaq Capital Market; Stock Market or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.registrable securities;

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty thirty (12030) days after of the date hereofClosing Date, an amendment to the Form S-1 Registration Statement, or a new Registration Statement if required, with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a), above, and thereafter use all commercially reasonable its best efforts to cause such each Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) ninety (90) days after the Closing Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest (the "Registration Period") of (i) the date that is three months two years after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Investors no longer owns own any of the Registered Securities (collectively, the "Registration Period")Registrable Securities, which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (if) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital NASDAQ Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.registrable securities;

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty forty-five (12045) days after of the date hereofDue Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a), above, and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred twenty (120) days after the Due Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest (the "Registration Period") of (i) the date that is three months two years after the completion of the last Closing Due Date under the Purchase Agreement, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Investors no longer owns own any of the Registered Securities (collectively, the "Registration Period")Registrable Securities, which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. ; (hf) [INTENTIONALLY OMITTED]; As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (ior, in the event of an underwritten offering, the managing underwriters) Use its commercially reasonable efforts, if eligible, either to (i) cause all of the Registered Securities covered issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of at the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoingearliest possible time; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXXEXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXXEXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty forty-five (12045) days after of the date hereofClosing Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a), above, and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred twenty (120) days after the Closing Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest (the "Registration Period") of (i) the date that is three months two years after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Investors no longer owns own any of the Registered Securities (collectively, the "Registration Period")Registrable Securities, which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (if) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the The Nasdaq Capital Market; Stock Market or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.registrable securities;

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly and file with Either include the SEC within one hundred twenty (120) days after Registrable Securities in the date hereof, a Company's current Registration Statement with respect or file an amendment to not less than the maximum allowable under Rule 415 of Registered Company's current Registration Statement to include the Registrable Securities, and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) ninety (90) days after the Closing Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest (the "Registration Period") of (i) the date that is three months two years after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Investors no longer owns own any of the Registered Securities (collectively, the "Registration Period")Registrable Securities, which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (if) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the The Nasdaq Capital Market; Stock Market or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.Registrable Securities;

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty (120) days after SEC, the date hereoforiginal filing, during the time period set forth in Section 2(a), a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three (3) months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume and manner of sale limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period.; (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business daysBusiness Days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects.. The cost for such review will be the responsibility of Company; (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Notify Investor and Investor’s 's legal counsel identified to the Company (which, until further notice, shall be deemed to be XxXxxxxxxx & Xxxxx, LLP; "Investor's Counsel") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC with respect to a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Investor's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purposepurpose and after such notice all sales by Investor of the Registrable Securities under such Registration Statement shall cease; (iv) if at any time any of the representations or warranties of the Company contained in any agreement contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose.purpose and after such notice all sales in any such jurisdiction by Investor of the Registrable Securities under such Registration Statement shall cease; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Investor's Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Investor shall have the opportunity to comment thereon; (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish Furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Investor; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and the Company shall have agreed in advance in which significant volumes of shares of Common Stock are tradedtraded , (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Investor of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event ("Blackout Notice"), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing;, (jk) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under of the Purchase AgreementRegistration Statement; (kl) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent Transfer Agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent's Transfer Agent; and (lm) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty no later than forty five (12045) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under to be registered by the SEC subject to Rule 415 of Registered Registrable Securities, and thereafter use all commercially reasonable diligent efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three six months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Registrable Securities, permit a single firm of counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of With respect to the following factsRegistrable Securities, the Company shall notify Investor and Investor’s legal counsel identified to the Company (and, in the case of (i)(A) below, not less than one (1) business day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter following the day (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a “review” of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Investor’s Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish counsel to the Investor with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) business day in advance of the filing of such responses with the SEC so that Investor shall have the opportunity to comment thereon. (e) Unless available to the Investor without charge through XXXXX, the SEC's ’s website or the Company's ’s website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Investor; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("“Registration Default"”), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's ’s website or the Company's ’s website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. If the Company fails to cure any Registration Default within ten (10) business days, the Company shall pay to the Investor liquidated damages in an amount equal to 2% of the Purchase Price of all Registrable Securities then held by the Investor and still subject to Rule 144 volume limitations for each thirty (30) calendar day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("“Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with FINRA as such with respect to such Registrable Securities; (j) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty forty-five (12045) days after of the date hereofClosing Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a), above, and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) ninety (90) days after the Closing Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest (the "Registration Period") of (i) the date that is three months two years after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Investors no longer owns own any of the Registered Securities (collectively, the "Registration Period")Registrable Securities, which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (if) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the The Nasdaq Capital Market; Stock Market or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.registrable securities;

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-post- effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's ’s website or the Company's ’s website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("“Registration Default"”), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's ’s website or the Company's ’s website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("“Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereofby November 30, 2016, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, upon written request by the Investor, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s 's legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXXEXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXXEXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board andOTCQB, without limiting the generality of the foregoingOTCQX or OTCPink markets; (ji) Provide a transfer agent for the Registered Securities (the "Transfer Agent") not later than the Subscription Execution Date under the Purchase Agreement; (kj) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities Transfer Agent (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agentTransfer Agent; and (lk) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty thirty (12030) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 100,000,000 of Registered Registrable Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Registrable Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. If the Company fails to cure any Registration Default within fifteen (15) business days, the Company shall pay to the Investor liquidated damages in an amount equal to 2% of the Purchase Price of all Registrable Securities then held by the Investor and still subject to Rule 144 volume limitations for each thirty (30) calendar day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board OTCQB or OTCQX electronic quotation and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with Whenever required under this Agreement to effect the registration of the Registered any Registrable Securities, the Company shall do each of the followingshall, as expeditiously as reasonably possible: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, Commission a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, registration statement covering such Registrable Securities and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating registration statement to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, effective by the Commission and to keep the Registration Statement such registration effective at all times prior to the termination of the Purchase Agreement until the earliest earlier of (i) the date that is three when all Registrable Securities covered by the registration statement have been sold or (ii) in the case of a registration under Section 2 or 3 hereof, nine (9) months after the completion effective date of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitationsregistration statement or prospectus or any amendments or supplements thereto, or (iii) in the date case of a shelf registration, the Investor no longer owns applicable period permitted under the Act. The Company will furnish to each Holder of Registrable Securities covered by such registration statement and the underwriters, if any, copies of all such documents proposed to be filed (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review (for a reasonable period of time in light of all facts and circumstances) of each Holder and the underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto including any documents incorporated by reference therein) with the Commission if (i) the Holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, shall reasonably object to such filing or (ii) information in such registration statement or prospectus concerning a particular Registered Holder is inaccurate. (b) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective until the earlier of the dates referred to in clauses (i) and (ii) of Section 5(a) hereof and to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the commission pursuant to Rule 424 under the Act. (c) Furnish to the Registered Holders such number of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents, as they may reasonably request in order to facilitate the disposition of Registered Securities owned by them. (d) Use its best efforts to register and qualify the Registered Securities under such other securities laws of such jurisdictions as shall be reasonably requested by any Registered Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Registered Holder to consummate the disposition of the Registered Securities owned by such Holder in such jurisdictions; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify generally to transact business in any such states or jurisdictions; and provided further that (collectivelyanything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the Registered Securities shall be qualified shall require that expenses incurred in connection with the qualification of the Registered Securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by the Registered Holders pro rata, to the extent required by such jurisdiction. (e) Promptly notify each Registered Holder at any time when a prospectus is required to be delivered under the Act relating to the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the "Registration Period")Company will promptly prepare a supplement or amendment to such prospectus so that, which Registration Statement (including any amendments or supplementsas thereafter delivered to the purchasers of such Registered Securities, thereto and prospectuses contained therein) shall such prospectus will not contain any an untrue statement of a material fact or omit to state a material any fact required to be stated therein or necessary to make the statements thereintherein not misleading. (f) Make available for inspection by any Registered Holder, any underwriter participating in the light any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such Registered Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the circumstances under which they were madeCompany, not misleading; (b) Prepare and file with cause the SEC officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used Registered Holder, underwriter, attorney, accountant or agent in connection with the Registration Statement as may such registration statement, which information shall be necessary subject to keep the Registration Statement effective at all times during the Registration Period, reasonable restrictions concerning confidentiality and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Periodnondisclosure. (cg) With respect to Promptly notify the Registered SecuritiesHolders and the underwriters, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SECif any, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company events and (if requested by any such person) confirm such notice notification in writing no later than one and provide copies of any relevant documents relating to: (1) business day thereafter (i): (A) when a the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment to the Registration Statement is filed; (B) thereto and, with respect to the Registration Statement registration statement and any amendment or any post-effective amendmentamendment thereto, when the same has become effective; (ii) declaration of the effectiveness of such documents, (2) any comment letters from or requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (3) the issuance or threat of issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities registration statement or the initiation of any proceedings for that purpose; purpose and (iii4) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, jurisdiction or the initiation or threatening threat of initiation of any proceeding for such purpose. (eh) Unless available Make every reasonable effort to prevent the Investor without charge through XXXXX, entry of any order suspending the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy effectiveness of the Registration Statement, each preliminary prospectus registration statement and obtain the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws withdrawal of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdictionorder, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably requestif entered. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable effortsIf reasonably requested by any underwriter or a Registered Holder in connection with any underwritten offering, if eligible, either to (i) cause all incorporate in a prospectus supplement or post-effective amendment such information as the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), underwriters and the quotation Holders of a majority of the Registered Securities on agree should be included therein relating to the Nasdaq Capital Market; or ifsale of the Registered Securities, despite including, without limitation, information with respect to the Company’s commercially reasonable efforts number of Registered Securities being sold to satisfy the preceding clause (i) or (ii)such underwriters, the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization purchase price being paid therefor by such underwriters and any other terms of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality underwritten offering of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to sold in such offering, and make all required filings of such prospectus supplement or Post-effective amendment after being notified of the Registration Statement and enable such certificates for the Registered Securities matters to be incorporated in such denominations prospectus supplement or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered post-effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statementamendment.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty sixty (12060) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 100,000,000 of Registered Registrable Securities, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred eighty (180) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Notify Investor and Investor’s legal counsel identified to the Company ((and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Investor’s Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Investor’s Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Investor shall have the opportunity to comment thereon. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish Furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Investor; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f2(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. Failure to cure the Registration Default within ten (10) business days shall result in the Company including liquidated damages of 2% of the cost of all common stock then held by the investor for each10 day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event (“Blackout Notice”), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than two ten (10) day periods in the aggregate during any 12-month period (“Blackout Period”) with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted ten (10) day periods, the Company shall pay damages of 2% of the cost of all common stock then held by the Investor for each ten (10) day period or portion thereof, beginning on the date of the suspension. (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Small Cap Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing;, to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. ("NASD") as such with respect to such registrable securities; provided, however, that the Investor acknowledges that the Company does not currently meet the requirements for listing on a national securities exchange or the Nasdaq Small Cap Market pursuant to (i) or (ii) and that nothing in this section shall be construed to require the Company to pursue such qualification until such time as the Company satisfies such requirements for a period of not less than forty-five (45) days: (jk) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under of the Purchase AgreementRegistration Statement; (kl) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lm) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered SecuritiesCompany's Secondary Registration and Demand Registration obligations pursuant to Sections 2 and 3 hereof, the Company shall do each use all reasonable efforts to effect such registrations to permit the sale of such Registrable Shares in an underwrit- ten public offering, and pursuant thereto the followingCompany shall: (ai) Prepare promptly prepare and as soon as practicable there- after file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect or Reg- istration Statements relating to not less than the maximum allowable Secondary Regis- tration and the Demand Registrations on any appropriate form under Rule 415 of Registered Securitiesthe Securities Act, and thereafter use all commercially reasonable efforts to cause such Registration Statements to become effective as soon as practicable and to remain continu- ously effective for the time period required by this Agreement to the extent permitted under the Securities Act and the Company shall cooperate with the participat- ing Sellers, the underwriters and their respective coun- sel in connection with the preparation of the Registra- tion Statement relating to the Registered Securities Secondary Offering or any Demand Registration, as the case may be; provided, how- ever, that as soon as practicable but in no event later than five Business Days before filing such Registration Statement, any related Prospectus or any amendment or supplement thereto, other than any amendment or supple- ment made solely as a result of incorporation by refer- ence of documents filed with the SEC subsequent to become effective the filing of such Registration Statement, the Company shall furnish to the Sellers of the Registrable Shares covered by such Registration Statement and the underwriters cop- ies of all such documents proposed to be filed, which documents shall be subject to the review of such Sellers and underwriters; the Company shall not file any Regis- tration Statement or amendment thereto or any Prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the SEC subsequent to the filing of such Registration Statement) to which the lead underwriters of the applicable offering, or the Sellers holding a majority of the Registrable Shares covered by such Registration Statement shall have ob- jected within five (5) business days three Business Days after notice from the Securities and Exchange Commission receipt of such documents to such filing based upon their reasonable belief that such Registration Statement or amendment thereto or Prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act; provided that the foregoing shall not limit the right of any Seller whose Registrable Shares are covered by a Registration Statement to advise the Company relating to any particular information that is to be contained in such Registration Statement, amendment, Prospectus or supplement and relates specifi- cally to such Seller; and if the Company is unable to file any such document due to the reasonable objections of such underwriters or such Sellers, to cooperate with such underwriters and Sellers to prepare, as soon as practicable, a document that is responsive in all mate- rial respects to such reasonable objections of such un- derwriters and Sellers; (ii) prepare and file with the SEC such amend- ments and post-effective amendments to each Registration Statement as may be declared effective, and necessary to keep the such Registration Statement effective at for the applicable period set forth in Sections 2(a) and 3(a) hereof; and use all times prior reasonable efforts to cause the termination related Prospectus to be supple- mented by any required Prospectus supplement, and as so supplemented shall file such Prospectus in accordance with the Securities Act and any rules and regulations promulgated thereunder; and shall otherwise use all rea- sonable efforts to comply with the provisions of the Purchase Agreement until Securities Act as may be necessary to facilitate the earliest disposition of all Registrable Shares covered by such Registration Statement during the applicable period; (iiii) notify the participating Sellers and the Secondary Lead Underwriter or the Lead Underwriter, as the case may be, promptly if at any time (A) any Pro- spectus, Registration Statement or amendment or supple- ment thereto is filed, (B) any Registration Statement, or any post-effective amendment thereto, becomes effec- tive, (C) the date SEC requests any amendment or supplement to, or any additional information in respect of, any Registration Statement or Prospectus, (D) the SEC issues any stop order suspending the effectiveness of a Regis- tration Statement or initiates any proceedings for that is three months after purpose, (E) the completion representations and warranties of the last Closing Date under the Purchase AgreementCompany contemplated by subclause (C) of clause (xii) of this paragraph (a) cease to be true and correct in any material respect, (iiF) the date when Company receives any notice that the Investor may sell all Registered Securities under Rule 144 without volume limitationsqualification of any Registrable Shares for sale in any jurisdiction has been suspended or that any proceeding has been initiated for the purpose of sus- pending such qualification, or (iiiG) subject to the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"Com- pany's rights under Section 3(d), any event occurs which the Company reasonably believes requires that any changes be made in such Registration Statement (including or any amendments related Prospectus so that such Registration Statement or supplements, thereto and prospectuses contained therein) shall Prospectus will not contain any untrue statement of a material fact or omit to state a any material fact required re- quired to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; (biv) Prepare and file with use all reasonable efforts to obtain the SEC such amendments (including post-effective amendments) and supplements to withdrawal of any order suspending the effectiveness of a Registration Statement and Statement, or the prospectus used qualification of any Registrable Shares for sale in connection with any jurisdiction, at the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period.earliest practicable moment; (cv) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus the Secondary Lead Under- writers or the Lead Underwriter, as the case may be, or any prospectus participating Seller, promptly incorporate into a Prospectus supplement or a post-effective amendment to the Registration Statement any information which such underwriters and such Seller requests, and the Company reasonably agrees, is filedrequired to be included therein relating to such sale of Registrable Shares; and shall file such supplement or post-effective amendment as soon as practicable in accordance with the Securities Act and the rules and regulations promulgated thereunder; (Bvi) with respect furnish to the Sellers and the Secondary Lead Underwriters or Lead Underwriter, as the case may be, one signed copy of the Registration Statement or Registration Statements and any post-effective amendmentamendment thereto, when the same has become effective; including all financial statements and sched- ules thereto, all documents incorporated therein by ref- erence and all exhibits thereto (iiincluding exhibits in- corporated by reference) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for as promptly as practicable af- ter filing such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed documents with the SEC, or received by ; (vii) deliver to the Company, one (1) copy participating Sellers and each underwriter as many copies of the Registration Statement, Prospectus or Prospectuses (including each preliminary prospectus Prospectus) and the prospectus, and each any amendment or supplement theretothereto as such Persons may reasonably request; and shall consent to the use of such Prospectus or any amendment or supplement thereto by each such participating Seller and underwriter, if any, in connection with the offering and sale of the Regis- trable Shares covered by such Prospectus, amendment or supplement; (fviii) Use prior to any public offering of Registra- ble Shares, use all commercially reasonable efforts to (i) register and/or qualify or qualify, and shall cooperate with the Registered Securities covered by participating Sellers, the Registration Statement underwriters and their respective counsel in connection with the registration or qualification of such Registrable Shares for offer and sale under such other the securities or blue sky laws of such jurisdictions as the Investor may reasonably request be requested by the Sellers of a majority of the Registrable Shares included in such Registration Statement; use all reasonable efforts to keep each such registration or qualification effective during the pe- riod set forth in Section 2(a) or 3(a) hereof that the applicable Registration Statement is required to be kept effective; and in which significant volumes of shares of Common Stock are traded, (ii) prepare shall do any and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be all other acts or things reasonably necessary to maintain enable the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale disposition in such jurisdictions: jurisdictions of the Registrable Shares covered by such Registration Statement; provided, however, that the Company shall Com- pany will not be required in connection therewith or as a condition thereto to (A) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would not otherwise be required to qualify but for this Section 3(f), (B) subject itself it to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any jurisdiction where it is not then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholdersso subject; (gix) As promptly cooperate with the participating Sellers and the underwriters in the preparation and delivery of certificates representing the Registrable Shares to be sold, such certificates to be in such denominations and registered in such names as practicable after becoming aware such Sellers or managing un- derwriters may request at least two business days prior to any sale of Registrable Shares represented by such certificates; (x) use all reasonable efforts to cause the Registrable Shares covered by the applicable Registra- tion Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the participating Sellers or the underwriters to consummate the sale of such event, notify Reg- istrable Shares in conformity with federal law and the Investor laws of the happening jurisdictions in which such Registrable Shares shall be registered or qualified pursuant to clause (viii) of this paragraph (a); (xi) upon the occurrence of any event de- scribed in subclause (G) of which clause (iii) of this para- graph (a), subject to the Company has knowledgeCompany's rights under Section 3(d), as promptly prepare and file a result of which supplement or post- effective amendment to the prospectus included in the applicable Registration StatementStatement or Prospectus or any document incorporated therein by reference, as then in effectand any other required document, includes any so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading ("Registration Default")misleading, and promptly prepare a supplement or amendment shall use all reasonable efforts to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of cause such supplement or post-effective amendment to the Investor become effective as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]soon as practicable; (iA) Use its commercially reasonable efforts, if eligible, either take all other actions in connection therewith as are reasonably necessary or desirable in order to (i) cause all expedite or facilitate the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities disposition of the same class or series issued by the Company are then listed, if any, if the listing of Registrable Shares included in such Registered Securities is then permitted under the rules of such exchange, or Registration State- ment; (iiB) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful enter into an underwriting agreement in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent cus- tomary form for the Registered Securities not later than Secondary Lead Underwriters or the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts Lead Underwriter, as the case may be, with respect to issuers with similar market capitalization and reporting and financial histories; (C) make representations and warranties to each Seller participating in such offering and to each of the underwriters, in such form, substance and scope as are customarily made to the Secondary Lead Underwriters or the Lead Underwriter, as the Investor case may be, by issuers with similar market capitalization and reporting and financial histories, and shall confirm the same to the extent customary if and when requested; (D) obtain opinions of counsel to the Company (which may be the Company's inside counsel) and updates thereof ad- dressed to each participating Seller and to each of the underwriters, such opinions and updates to be in custom- ary form and to cover the matters customarily covered in opinions obtained in underwritten offerings by the Sec- ondary Lead Underwriters or the Lead Underwriter, as the case may be, for issuers with similar market capitaliza- tion and reporting and financial histories; (E) obtain "comfort" letters and updates thereof from the Company's independent certified public accountants addressed to each of the underwriters, such letters to be in custom- ary form and to cover matters of the type customarily covered in "comfort" letters to the Secondary Lead Un- derwriters or Lead Underwriter, as the case may be, in connection with underwritten offerings by them for issu- ers with similar market capitalization and reporting and financial histories; (F) provide, in the underwriting agreement to be entered into in connection with such offering, indemnification provisions and procedures no less favorable than those set forth in Section 7 hereof with respect to all parties to be indemnified pursuant to such Section 7; and (G) deliver such customary docu- ments and certificates as may be reasonably request and registration requested by the holders of a majority of the Registrable Shares in- cluded in such names Registration Statement and by the Second- ary Lead Underwriters or Lead Underwriter, as the Investor case may request; andbe, within five to evidence compliance with clause (5C) business days after of this paragraph (xii) and with any customary conditions con- tained in the underwriting agreement entered into by the Company and the participating Sellers in connection with such offering; (xiii) make available for inspection at rea- sonable times by representatives of the Sellers of Reg- istrable Shares being sold pursuant to a Registration Statement which includes Registered Securities is ordered effective by and of the SECunderwriters participating in such sale all relevant financial and other records, pertinent corporate documents and properties of the Company shall deliverCompany, and to cause the Company's officers, directors and employees to supply all information reasonably requested by any such representatives, in connection with the Secondary Registration or such Demand Registration; provided, how- ever, that all non-public information regarding such records, documents and properties shall cause legal counsel selected be kept confi- dential by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion such persons unless disclosure of such counsel, if so infor- mation is required by court or administrative order; (xiv) comply with all applicable rules and reg- ulations of the SEC relating to such Registration State- ment and the distribution of the securities being of- fered or otherwise necessary in order to perform the Company’s transfer agent's obligations under this paragraph (a); (xv) cooperate and assist in any filings re- quired to be made with the New York Stock Exchange, Inc. and in the performance of any customary or required due diligence investigation by any underwriter; and (lxvi) Take take all other commercially reasonable actions steps necessary or appropriate to expedite and facilitate distribution to effect such registration in the Investor of the Registered Securities pursuant to the Registration Statementmanner contemplated by this Agreement.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereofSEC, a Registration Statement under Rule 415 with respect to not less than (i) 400,000,000 Put Shares that may be issued pursuant to the maximum allowable under Rule 415 of Registered SecuritiesPurchase Agreement and (ii) the Company’s outstanding common shares to which piggyback registration rights apply, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s 's legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities Comply with Section 6.2 of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoingPurchase Agreement; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lk) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to in accordance with the Registration StatementPurchase Agreement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty ten (12010) days after of the date hereofClosing Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a), above, and thereafter use all commercially reasonable its best efforts to cause such each Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) thirty (30) days after the Closing Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months two years after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, limitations or (iii) the date the Investor Investors no longer owns own any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable its best efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-by- laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (if) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ) security Small Capitalization within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital NASDAQ Small Cap Market; or if, despite the Company’s Companys commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. (NASD) as such with respect to such registrable securities; (jh) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under effective date of the Purchase AgreementRegistration Statement; (ki) Cooperate with the Investor Investors who hold Registrable Securities being offered to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor Investors may reasonably request and registration in such names as the Investor Investors may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the InvestorInvestors whose Registrable Securities are included in such Registration /statement) an appropriate instruction and opinion of such counsel, if so required by the Company’s Companys transfer agent; and (lj) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly and file with Either include the SEC within one hundred twenty (120) days after Registrable Securities in the date hereof, a Company's current Registration Statement with respect or file an amendment to not less than the maximum allowable under Rule 415 of Registered Company's current Registration Statement to include the Registrable Securities, and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) ninety (90) days after the Closing Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest (the "Registration Period") of (i) the date that is three months two years after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Investors no longer owns own any of the Registered Securities (collectively, the "Registration Period")Registrable Securities, which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictionsIN SUCH JURISDICTIONS: providedPROVIDED, howeverHOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (if) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the The Nasdaq Capital Market; Stock Market or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.Registrable Securities;

Obligation of the Company. In connection with Whenever required under this Section 2 to effect the registration of the Registered any Registrable Securities, the Company shall do each of the followingshall, as expeditiously as reasonably possible: (a) Prepare promptly prepare and file with the SEC within a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days after or, if earlier, until the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep distribution contemplated in the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of has been completed; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the date that is three months after period the completion Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the last Closing Date under the Purchase Agreement, Company; and (ii) in the date when the Investor may sell all Registered case of any registration of Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), on Form S-3 which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required are intended to be stated therein offered on a continuous or necessary delayed basis, subject to make compliance with applicable SEC rules, such 120-day period shall be extended, if necessary, to keep the statements therein, in the light of the circumstances under which they were made, not misleadingregistration statement effective until all such Registrable Securities are sold; (b) Prepare prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement such registration statement and the prospectus used in connection with the Registration Statement such registration statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company securities covered by the Registration Statement until the expiration of the Registration Period.such registration statement; (c) With respect furnish to the Registered SecuritiesHolders such numbers of copies of a prospectus, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto including a reasonable period of time (but not less than two (2) business days) prior to their filing preliminary prospectus, in conformity with the SECrequirements of the Securities Act, and not file any document such other documents as they may reasonably request in a form order to which such counsel reasonably objects.facilitate the disposition of Registrable Securities owned by them; (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially use its reasonable best efforts to (i) register and/or and qualify the Registered Securities securities covered by the Registration Statement such registration statement under such other securities or blue sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required or to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdictionstates or jurisdictions, (D) provide any undertakings that cause more than nominal expense or burden to unless the Company or (E) make any change is already subject to service in its charter or by-laws or any then existing contracts, which in each case such jurisdiction and except as may be required by the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholdersSecurities Act; (ge) As promptly as practicable after becoming aware in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included offering. Each Holder participating in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances such underwriting shall also enter into and perform its obligations under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]an agreement; (if) Use its commercially use reasonable efforts, if eligible, either best efforts to (i) cause all the Registered such Registrable Securities covered by the Registration Statement registered pursuant to this Agreement hereunder to be listed on a national securities exchange or trading system and on each additional national securities exchange and trading system on which similar securities of the same class or series issued by the Company are then listed; (g) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (h) use its reasonable best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 2, on the date on which such Registrable Securities are sold to the underwriter, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or and (ii) secure designation of all a “comfort” letter dated such date, from the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 independent certified public accountants of the SEC under the Securities Exchange Act of 1934Company, in form and substance as amended (the "Exchange Act")is customarily given by independent certified public accountants to underwriters in an underwritten public offering, and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant addressed to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counselunderwriters, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statementany.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty no later than forty five (12045) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under to be registered by the SEC subject to Rule 415 of Registered Registrable Securities, and thereafter use all commercially reasonable diligent efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three six months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Registrable Securities, permit a single firm of counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of With respect to the following factsRegistrable Securities, the Company shall notify Investor and Investor’s legal counsel identified to the Company (and, in the case of (i)(A) below, not less than one (1) business day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter following the day (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a “review” of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Investor’s Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish counsel to the Investor with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) business day in advance of the filing of such responses with the SEC so that Investor shall have the opportunity to comment thereon. (e) Unless available to the Investor without charge through XXXXXEXXXX, the SEC's ’s website or the Company's ’s website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Investor; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("“Registration Default"”), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXXEXXXX, the SEC's ’s website or the Company's ’s website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. If the Company fails to cure any Registration Default within ten (10) business days, the Company shall pay to the Investor liquidated damages in an amount equal to 2% of the Purchase Price of all Registrable Securities then held by the Investor and still subject to Rule 144 volume limitations for each thirty (30) calendar day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("“Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with FINRA as such with respect to such Registrable Securities; (j) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty ninety (12090) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty (120) days after in accordance with Section 2 of this Agreement, an amendment to the date hereof, a currently pending Form SB-2 Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securitiesor a new Registration Statement, and thereafter use all commercially its reasonable best efforts to cause such each Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission SEC that such the Registration Statement may be declared effective, effective and keep the Registration Statement effective at all times prior to until the termination earlier of the Purchase Agreement until the earliest of (i) date after Investor has exercised all its Warrants and received free-trading unlegended common stock or the date that is three nine months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of Registration Statement is initially declared effective by the Registered Securities SEC (collectively, the "Registration Period"), which . The amended or new Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable best efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection -------- ------- therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its reasonable best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (if) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable best efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital NASDAQ Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-the- counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.registrable securities;

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty forty five (12045) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred twenty (120) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and InvestorSubscriber’s legal counsel identified to the Company ("Subscriber’s Counsel") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber’s Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Subscriber’s Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Subscriber shall have the opportunity to comment thereon. (e) Unless available Furnish to the Investor without charge through XXXXXSubscriber, the SEC's website or the Company's website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Subscriber may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Subscriber; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Subscriber may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: ; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor Subscriber as the Investor Subscriber may reasonably request. Failure to cure the Registration Default within ten (10) business days shall result in the Company including liquidated damages of 2% of the cost of all common stock then held by the investor for each 15 day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Subscriber (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event (“Blackout Notice”), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than two ten (10) day periods in the aggregate during any 12-month period (“Blackout Period”) with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted ten (10) day periods, the Company shall pay damages of 2% of the cost of all common stock then held by the Investor for each fifteen (15) day period or portion thereof, beginning on the date of the suspension. (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Small Cap Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the overOver-the-counter bulletin board Counter Bulletin Board and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. ("NASD") as such with respect to such registrable securities; provided, however, that the Subscriber acknowledges that the Company does not currently meet the requirements for listing on a national securities exchange or the Nasdaq Small Cap Market pursuant to (i) or (ii) and that nothing in this section shall be construed to require the Company to pursue such qualification until such time as the Company satisfies such requirements for a period of not less than forty-five (45) days; (jk) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under of the Purchase AgreementRegistration Statement; (kl) Cooperate with the Investor Subscriber to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor Subscriber may reasonably request and registration in such names as the Investor Subscriber may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the InvestorSubscriber) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lm) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor Subscriber of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty five (1205) days after of the date hereofEffective Date, a post- effective amendment to the Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a), above, and thereafter use all commercially reasonable its best efforts to cause such each Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) fifteen (15) days after the Effective Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscribers may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscribers no longer owns own any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by Investor to review each Subscriber whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Subscriber may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Subscriber; (fd) Use all commercially reasonable its best efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Subscribers who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-post- effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the Investor each Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor each Subscriber as the Investor such Subscriber may reasonably request. . Failure to cure the Registration Default within ten (h10) [INTENTIONALLY OMITTED]business days shall result in the Company including liquidated damage penalty of $1,000 per day for so long as more than 10,000 shares of Common Stock are held by the Subscriber; (if) As promptly as practicable after becoming aware of such event, notify each Subscriber who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital NASDAQ Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.registrable securities;

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty thirty (12030) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 13,500,000 of Registered Registrable Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Registrable Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXXEDGAR, the SEC's thx XXX’s website or the Company's ’s website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("“Registration Default"”), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXXEDGAR, the thx SEC's ’s website or the Company's ’s website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("“Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty thirty (12030) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred fifty (150) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company ("Subscriber's Counsel") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Subscriber's Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Subscriber shall have the opportunity to comment thereon. (e) Unless available Furnish to the Investor without charge through XXXXXSubscriber, the SEC's website or the Company's website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Subscriber may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Subscriber; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Subscriber may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor Subscriber as the Investor Subscriber may reasonably request. Failure to cure the Registration Default within ten (10) business days shall result in the Company including liquidated damages of 2% of the cost of all common stock then held by the investor for each 15 day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Subscriber (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event ("Blackout Notice"), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than two ten (10) day periods in the aggregate during any 12-month period ("Blackout Period") with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted ten (10) day periods, the Company shall pay damages of 2% of the cost of all common stock then held by the Investor for each fifteen (15) day period or portion thereof, beginning on the date of the suspension. (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate such registrable securities; provided, however, that the timely preparation and delivery of certificates Subscriber acknowledges that the Company does not currently meet the requirements for listing on a national securities exchange or the Registered Securities to be offered Nasdaq Small Cap Market pursuant to the Registration Statement (i) or (ii) and enable such certificates for the Registered Securities that nothing in this section shall be construed to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by require the Company to deliver, to pursue such qualification until such time as the transfer agent Company satisfies such requirements for the Registered Securities a period of not less than forty-five (with copies to the Investor45) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.days:

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty thirty (12030) days after Business Days of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice (oral or written) from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) ninety (90) days after the Subscription Date, or (c)twenty (20) days after the Additional Registration Date, and keep the Registration Statement current and effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business days) Business Days prior to their filing with the SEC, SEC and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company (which, until further notice, shall be deemed to be Krieger & Prager, LLP, ATTN: Samuel Krieger, Esq.; "SUBSCRIBER'S COUNSXX") (xnd, in the case of (i)(X) xxxxx, xxx less than three (3) Business Days prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one three (13) business Business Days following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC in respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-post- effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. ; and (evi) Unless available of the occurrence of any event that to the Investor without charge through XXXXX, knowledge of the SEC's website Company makes any statement made in the Registration Statement or the Company's website, furnish prospectus or any document incorporated or deemed to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, be incorporated therein by reference untrue in any material respect or received by the Company, one (1) copy of that requires any revisions to the Registration Statement, each preliminary the prospectus and or other documents so that, in the case of the Registration Statement or the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor case may reasonably request and in which significant volumes of shares of Common Stock are tradedbe, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall it will not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SECmisleading. In addition, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, furnish Subscriber's Counsel with copies of all intended written responses to the transfer agent for comments contemplated in clause (c) of this Section not later than one (1) Business Day in advance of the Registered Securities (with copies to the Investor) an appropriate instruction and opinion filing of such counsel, if responses with the SEC so required by that Subscriber shall have the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary opportunity to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statementcomment thereon.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty thirty (12030) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable its best efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred twenty (120) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company ("SUBSCRIBER'S COUNSEL") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Subscriber's Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Subscriber shall have the opportunity to comment thereon. (e) Unless available Furnish to the Investor without charge through XXXXXSubscriber, the SEC's website or the Company's website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Subscriber may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Subscriber; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Subscriber may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: providedPROVIDED, howeverHOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor Subscriber as the Investor Subscriber may reasonably request. Failure to cure the Registration Default within ten (10) business days shall result in the Company including liquidated damages of 2% of the cost of all common stock then held by the investor for each 15 day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Subscriber (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event ("Blackout Notice"), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; PROVIDED, HOWEVER, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than two ten (10) day periods in the aggregate during any 12-month period ("Blackout Period") with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted ten (10) day periods, the Company shall pay damages of 2% of the cost of all common stock then held by the Investor for each fifteen (15) day period or portion thereof, beginning on the date of the suspension. (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate such registrable securities; PROVIDED, HOWEVER, that the timely preparation and delivery of certificates Subscriber acknowledges that the Company does not currently meet the requirements for listing on a national securities exchange or the Registered Securities to be offered Nasdaq Small Cap Market pursuant to the Registration Statement (i) or (ii) and enable such certificates for the Registered Securities that nothing in this section shall be construed to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by require the Company to deliver, to pursue such qualification until such time as the transfer agent Company satisfies such requirements for the Registered Securities a period of not less than forty-five (with copies to the Investor45) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.days:

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (12020) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered [__________] registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior with respect to the termination Registered Securities of the Purchase Agreement each Investor, other than Permitted Suspension Periods, until the earliest of (i) the date that is three six months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the respective Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times times, other than Permitted Suspension Periods, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, upon written request by the Investors, permit a single counsel designated by Investor all Investors (“Investors’ Counsel”) to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor the Investors and Investor’s legal counsel identified to the Company and (Investors’ Counsel, if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor Investors without charge through XXXXXEXXXX, the SEC's website or the Company's website, furnish to InvestorInvestors, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such U.S. jurisdictions as the Investor Investors may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXXEXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the The Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to shall use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting or on the generality of OTC Markets the foregoingRegistered Securities are not otherwise registered or quoted; (ji) Provide a transfer agent for the Registered Securities not later than the Subscription Closing Date under the Purchase Agreement; (kj) Cooperate with the Investor Investors to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor Investors may reasonably request and registration in such names as the Investors may request (provided such Investor may requesthas provided such representations and legal opinions as necessary in connection with the transfer of the Registered Securities or purchase rights); and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lk) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor Investors of the Registered Securities pursuant to the Registration Statement. (l) Notwithstanding anything in this Agreement to the contrary, at any time (a) the Company is required to amend a Registration Statement pursuant to Section 10(a)(3) under the Securities Act, or (b) the Company is required to amend a Registration Statement or prospectus to describe a fundamental change in the information set forth in the Registration Statement or prospectus (including, without limitation, any transaction with respect to which the Company is required to update the Registration Statement to include financial statements and pro forma financial statements required by Rule 3-05 of Regulation S-X or similar provisions applicable to smaller issuers), the Company shall be allowed up to thirty (30) days from the date the amendment is required in order to file an amendment to the Registration Statement and until the sixtieth day following the date the amendment is required in order to cause the amended Registration Statement to be effective (such 60-day period, the “Permitted Suspension Period”); provided, that the Company shall promptly after the occurrence of the event requiring amendment (x) notify the Investors in writing of the existence of (but in no event, without the prior written consent of the Investors, shall the Company disclose to such Investor any of the facts or circumstances regarding) such material non-public information giving rise to a Permitted Suspension Period, (y) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Permitted Suspension Period and (z) use its reasonable efforts to cause the Update Delay to terminate as promptly as practicable.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: : (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereofby June 30, 2016, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; ; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty thirty (12030) days after of the date hereofClosing Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a), above, and thereafter use all commercially reasonable its best efforts to cause such each Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) ninety (90) days after the Closing Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest (the "Registration Period"), of (i) the date that is three months two years after the completion of the last Closing Date under the Purchase AgreementDate, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Investors no longer owns own any of the Registered Securities (collectively, the "Registration Period")Registrable Securities, which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default")misleading, and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the each Investor as the such Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (if) As promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (g) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital NASDAQ Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.registrable securities;

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty forty five (12045) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred (100) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and InvestorSubscriber’s legal counsel identified to the Company ("Subscriber’s Counsel") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber’s Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Subscriber’s Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Subscriber shall have the opportunity to comment thereon. (e) Unless available Furnish to the Investor without charge through XXXXXSubscriber, the SEC's website or the Company's website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Subscriber may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Subscriber; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Subscriber may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor Subscriber as the Investor Subscriber may reasonably request. Failure to cure the Registration Default within ten (10) business days shall result in the Company including liquidated damages of 2% of the cost of all common stock then held by the investor for each 15 day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Subscriber (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event (“Blackout Notice”), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than two ten (10) day periods in the aggregate during any 12-month period (“Blackout Period”) with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted ten (10) day periods, the Company shall pay damages of 2% of the cost of all common stock then held by the Investor for each fifteen (15) day period or portion thereof, beginning on the date of the suspension. (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Small Cap Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing;, to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. ("NASD") as such with respect to such registrable securities; provided, however, that the Subscriber acknowledges that the Company does not currently meet the requirements for listing on a national securities exchange or the Nasdaq Small Cap Market pursuant to (i) or (ii) and that nothing in this section shall be construed to require the Company to pursue such qualification until such time as the Company satisfies such requirements for a period of not less than forty-five (45) days: (jk) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under of the Purchase AgreementRegistration Statement; (kl) Cooperate with the Investor Subscriber to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor Subscriber may reasonably request and registration in such names as the Investor Subscriber may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the InvestorSubscriber) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lm) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor Subscriber of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty fifteen (12015) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred fifty (150) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company (which, until further notice, shall be deemed to be Xxxxxxx & Xxxxxx, LLP, ATTN: Xxxxxx Xxxxxxx, Esq.; "SUBSCRIBER'S COUNSEL") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC in respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. ; and (evi) Unless available of the occurrence of any event that to the Investor without charge through XXXXX, knowledge of the SEC's website Company makes any statement made in the Registration Statement or the Company's website, furnish prospectus or any document incorporated or deemed to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, be incorporated therein by reference untrue in any material respect or received by the Company, one (1) copy of that requires any revisions to the Registration Statement, each preliminary the prospectus and or other documents so that, in the case of the Registration Statement or the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor case may reasonably request and in which significant volumes of shares of Common Stock are tradedbe, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall it will not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SECmisleading. In addition, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, furnish Subscriber's Counsel with copies of all intended written responses to the transfer agent for comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the Registered Securities (with copies to the Investor) an appropriate instruction and opinion filing of such counsel, if responses with the SEC so required by that Subscriber shall have the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary opportunity to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statementcomment thereon.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty ninety (12090) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Registrable Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Registrable Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXXEXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXXEXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty (12020) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred fifty (150) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company (which, until further notice, shall be deemed to be Krieger & Prager, LLP, ATTN: Samuex Xxxxxer, Xxx.; "Subscriber'x Xxxxxxx") (xnd, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Subscriber's Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Subscriber shall have the opportunity to comment thereon. (e) Unless available Furnish to the Investor without charge through XXXXXSubscriber, the SEC's website or the Company's website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Subscriber may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Subscriber; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Subscriber may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor Subscriber as the Investor Subscriber may reasonably request.. Failure to cure the Registration Default within ten (10) business days shall result in the Company including liquidated damages of 1.5% of the cost of all common stock then held by the investor for each 15 day period or portion thereof, beginning on the date of suspension. If the suspension is cured within the first fifteen (15) days the above damages shall not apply for so long as more than 10,000 shares of Common Stock are held by the Subscriber; (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Subscriber (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event ("Blackout Notice"), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than two fifteen (15) day periods in the aggregate during any 12-month period ("Blackout Period") with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted fifteen (15) day periods, the Company shall pay damages of 1.5% of the cost of all common stock then held by the Investor for each fifteen (15) day period or portion thereof, beginning on thee date of the suspension. (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate such registrable securities; provided, however, that the timely preparation and delivery of certificates Subscriber acknowledges that the Company does not currently meet the requirements for listing on a national securities exchange or the Registered Securities to be offered Nasdaq Small Cap Market pursuant to the Registration Statement (i) or (ii) and enable such certificates for the Registered Securities that nothing in this section shall be construed to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by require the Company to deliver, to pursue such qualification until such time as the transfer agent Company satisfies such requirements for the Registered Securities a period of not less than forty-five (with copies to the Investor45) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.days:

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) [45] days after the date hereof, a Registration Statement with respect to not less than the maximum amount of Registered Securities allowable under Rule 415 of Registered Securities415, and thereafter use all commercially reasonable efforts to (i) cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities date on which the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and Exchange Commission that such comments and the effectiveness of the Registration Statement may be declared effectiveaccelerated, and (ii) keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (iA) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (iiB) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iiiC) the date the Investor no longer owns any of the Registered Securities (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, upon written request by Investor, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's ’s website or the Company's ’s website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("“Registration Default"”), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's ’s website or the Company's ’s website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("“Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Stock Market; or if, despite the th Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board or on the OTC Markets and, without limiting the generality of the foregoing; (ji) Provide Maintain a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (kj) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such suc certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lk) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty eighty (120180) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s 's legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-post- effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”") security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“"FINRA”") and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s 's transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty ten (12010) business days after the date hereofEffective Date of the Registration Statement being filed on behalf of Southridge Partners LP and Southshore Capital Fund Ltd., a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred eighty (180) days after after the Effective Date of the Registration Statement being filed on behalf of Southridge Partners LP and Southshore Capital Fund Ltd., and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company (which, until further notice, shall be deemed to be Krieger & Prager, LLP, ATTN: Samuel Krieger, Esq.; "SUBSCRIBER'S CXXXXXX") (xxx, xn the case of (x)(X) xxxxx, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. ; and (evi) Unless available of the occurrence of any event that to the Investor without charge through XXXXX, knowledge of the SEC's website Company makes any statement made in the Registration Statement or the Company's website, furnish prospectus or any document incorporated or deemed to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, be incorporated therein by reference untrue in any material respect or received by the Company, one (1) copy of that requires any revisions to the Registration Statement, each preliminary the prospectus and or other documents so that, in the case of the Registration Statement or the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor case may reasonably request and in which significant volumes of shares of Common Stock are tradedbe, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall it will not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SECmisleading. In addition, the Company shall delivercommunicate with Investor's Counsel with regard to its proposed written responses to the comments contemplated in clause (C) of this Section, and shall cause legal counsel selected by the Company to deliverso that, to the transfer agent for extent practicable, Subscriber shall have the Registered Securities (with copies opportunity to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statementcomment thereon.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty thirty (12030) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, upon written request by the Investor, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s 's legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXXEDXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXXEDXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”") security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“"FINRA”") and quotation for such Registered Securities on the over-the-counter bulletin board or on the OTC Markets and, without limiting the generality of the foregoing; (ji) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (kj) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s 's transfer agent; and (lk) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereofby June 30, 2016, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, upon written request by the Investor, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s 's legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoingOTCQB or OTCQX; (ji) Provide a transfer agent for the Registered Securities (the "Transfer Agent") not later than the Subscription Execution Date under the Purchase Agreement; (kj) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities Transfer Agent (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agentTransfer Agent; and (lk) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty (120) days after the date hereofSEC, using commercially reasonable efforts, a Registration Statement with respect to include up to but not less more than the maximum number of Registrable Securities allowable under pursuant to Rule 415 of Registered Securities415, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Registrable Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter after: (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("“Registration Default"”), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("“Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board andand/or OTC Markets Group, Inc. OTCQB market, without limiting the generality of the foregoing; (j) Provide a Cause the Company’s current transfer agent, Columbia Stock Transfer, or successor transfer agent to act as the transfer agent for the Registered Registrable Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with Whenever required under this Agreement to effect the registration of the Registered any Registrable Securities, the Company shall do each of the followingshall, as expeditiously as reasonably possible: (ai) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, Commission a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, registration statement covering such Registrable Securities and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating registration statement to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, effective by the Commission and to keep the Registration Statement such registration effective at all times prior to the termination of the Purchase Agreement until the earliest earlier of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii1) the date when all Registrable Securities covered by the Investor may sell all Registered Securities under Rule 144 without volume limitations, registration statement have been sold or (iii2) in the date the Investor no longer owns any case of the Registered Securities (collectivelya registration pursuant to Section 2(a) hereof, the "Registration Period"period set forth in such section. The Company will furnish to each Participating Holder and the underwriters, if any, copies of all such documents, proposed to be filed (excluding exhibits, unless any such person shall specifically request exhibits), which Registration Statement documents will be subject to the review of each Participating Holder and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any amendments or supplements, thereto and prospectuses contained documents incorporated by reference therein) with the Commission if (1) any Participating Holder or the underwriters, if any, shall reasonably object to such filing or (2) information in such registration statement or prospectus concerning any Participating Holder has changed and any Participating Holder or the underwriters, if any, shall reasonably object. The Company shall take all reasonable steps necessary to ensure that such registration statement as of its effective date, or any final prospectus (as from time to time amended or supplemented by the Company), does not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading (provided that the Company shall not be responsible for the accuracy and completeness of information furnished by the Holders in the light of the circumstances under which they were made, not misleading;writing expressly for inclusion in such registration statement). (bii) Prepare and file with the SEC Commission such amendments (including and post-effective amendments) and supplements amendments to the Registration Statement and the prospectus used in connection with the Registration Statement such registration statement as may be necessary to keep the Registration Statement such registration statement effective at all times during the Registration Period, period referred to in Section 2(d)(i) hereof and to comply with the provisions of the Securities Act with respect to the disposition of all Registered securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to each Participating Holder such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as the Participating Holder may reasonably request in order to facilitate the disposition of Registrable Securities owned by it. (iv) Use its best efforts to register and qualify the Registrable Securities under such other securities laws of such jurisdictions as shall be reasonably requested by each Participating Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Participating Holder to consummate the disposition of the Registrable Securities in such jurisdictions; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify generally to transact business in any such states or jurisdictions. (v) Promptly notify each Participating Holder at any time when a prospectus relating to Registrable Securities is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any fact necessary to make the statements therein not misleading and, at the request of any Participating Holder, the Company will, as promptly as possible, but in any event within 10 business days; PROVIDED, HOWEVER, if the disclosure required would have a material adverse effect upon the Company or materially impair the activities of the Company, then the Company shall have an additional 10 business days, to prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (vi) Make available for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any Participating Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company covered to supply all information reasonably requested by the Registration Statement until the expiration of the Registration Periodany such seller, underwriter, attorney, accountant or agent in connection with such registration statement, which information shall be subject to reasonable restrictions concerning confidentiality and non-disclosure. (cvii) With respect to Notify each Participating Holder and the Registered Securitiesunderwriters, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SECif any, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company events and (if requested by any such person) confirm such notice notification in writing no later than one writing: (1) business day thereafter (i): (A) when a the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment to the Registration Statement is filed; (B) thereto and, with respect to the Registration Statement registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendmentamendment thereto, when the same has become effectivedeclaration of the effectiveness of such documents; (ii2) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (3) the issuance or threat of the issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities registration statement or the initiation of any proceedings for that purpose; and (iii4) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, jurisdiction or the initiation or threatening threat of initiation of any proceeding for such purpose. (eviii) Unless available Make every reasonable effort to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy prevent the entry of any order suspending the effectiveness of the Registration Statementregistration statement and (2) obtain the withdrawal of any such order, each preliminary prospectus and the prospectus, and each amendment or supplement thereto;if entered. (fix) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered If reasonably requested by the Registration Statement under such other securities any underwriter or blue sky laws of such jurisdictions as the Investor may reasonably request and any Participating Holder in which significant volumes of shares of Common Stock are tradedconnection with any underwritten offering, (ii) prepare and file incorporate in those jurisdictions such amendments (including a prospectus supplement or post-effective amendments) amendment such information as the underwriters and supplements the Participating Holders agree should be included therein relating to the sale of the Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such registrations underwriters, the purchase price being paid therefor by such underwriters and qualifications as may any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take sold in such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Periodoffering, and (iv) take make all other actions reasonably necessary required filings of such prospectus supplement or advisable post-effective amendment after being notified of the matters to qualify the Registered Securities for sale be incorporated in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably requestpost-effective amendment. (hx) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all Cooperate with the Registered Securities covered by Participating Holders and the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listedunderwriters, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered representing Registrable Securities to be offered pursuant to the Registration Statement sold and not bearing any restrictive legends, and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request lots and registration registered in such names as the Investor underwriters may request; and, within five request at least two (52) business days after prior to any delivery of Registrable Securities to the underwriters. (xi) Provide a Registration Statement CUSIP number for all Registrable Securities not later than the effective date of the registration statement. (xii) Prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering: (1) make such representations and warranties to each Participating Holder and the underwriters, if any, with respect to the Registrable Securities and the underwriters, if any, with respect to the Registrable Securities and the registration statement as are customarily made by issuers to underwriters in primary underwritten offerings; (2) obtain opinions of counsel to the Company and updates thereof (which includes Registered Securities is ordered effective opinions shall be reasonably satisfactory to the underwriters, if any, and to the Participating Holders) addressed to each Participating Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the SECParticipating Holders and underwriters or their counsel; (3) obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to each Participating Holder and the underwriters, if any, such letters to be in customary form and covering matters of the Company shall deliver, type customarily covered in "cold comfort" letters by underwriters in connection with primary underwritten offerings; and shall cause legal counsel selected (4) deliver such documents and certificates as may be reasonably requested by the Company to deliverParticipating Holders and by the underwriters, if any, to evidence compliance with clause (1) above and with any customary conditions contained in the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required underwriting agreement or other agreement entered into by the Company’s transfer agent; and. (lxiii) Take Otherwise use its best efforts to comply with all other commercially reasonable actions necessary to expedite applicable rules and facilitate distribution to the Investor regulations of the Registered Securities pursuant to the Registration StatementCommission.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty (120) days after SEC, the date hereoforiginal filing, during the time period set forth in Section 2(a), a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) three hundred sixty-five (365) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three (3) months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. The cost for such review will be the responsibility of Subscriber. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company (which, until further notice, shall be deemed to be Krieger & Prager, LLP, ATTN: Samuel Krieger, Esq.; "Subscriber's Couxxxx") (anx, xx the case of (x)(X) xxxxx, xot less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Subscriber's Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Subscriber shall have the opportunity to comment thereon. (e) Unless available Furnish to the Investor without charge through XXXXXSubscriber, the SEC's website or the Company's website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Subscriber may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Subscriber; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Subscriber may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor Subscriber as the Investor Subscriber may reasonably request.. Failure to cure the Registration Default within twenty (20) business days shall result in the Company including liquidated damages of 1.5% of the cost of all common stock then held by the investor for each 15 day period or portion thereof, beginning on the date of suspension. If the suspension is cured within the first fifteen (15) days the above damages shall not apply for so long as more than 10,000 shares of Common Stock are held by the Subscriber; (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Subscriber (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event ("Blackout Notice"), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than four (4) fifteen (15) day periods in the aggregate during any 12-month period ("Blackout Period") with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted fifteen (15) day periods, the Company shall pay damages of 1.5% of the cost of all common stock then held by the Investor for each fifteen (15) day period or portion thereof, beginning on thee date of the suspension. (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate such registrable securities; provided, however, that the timely preparation and delivery of certificates Subscriber acknowledges that the Company does not currently meet the requirements for listing on a national securities exchange or the Registered Securities to be offered Nasdaq Small Cap Market pursuant to the Registration Statement (i) or (ii) and enable such certificates for the Registered Securities that nothing in this section shall be construed to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by require the Company to deliver, to pursue such qualification until such time as the transfer agent Company satisfies such requirements for the Registered Securities a period of not less than forty-five (with copies to the Investor45) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.days:

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty thirty (12030) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three twelve (12) months after following the completion of initial date the last Closing Date under Registration Statement is declared effective by the Purchase AgreementSEC, (ii) the date when the Investor Purchaser may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor Purchaser no longer owns any of the Registered Securities (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor Purchaser to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Purchaser and InvestorPurchaser’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor Purchaser without charge through XXXXXEXXXX, the SEC's ’s website or the Company's ’s website, furnish to InvestorPurchaser, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Purchaser may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor Purchaser of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("“Registration Default"”), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor Purchaser without charge through XXXXXEXXXX, the SEC's ’s website or the Company's ’s website, deliver a number of copies of such supplement or amendment to the Investor Purchaser as the Investor Purchaser may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("“Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor Purchaser to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor Purchaser may reasonably request and registration in such names as the Investor Purchaser may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the InvestorPurchaser) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor Purchaser of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty thirty (12030) days after of the date hereofClosing Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a), above, and thereafter use all commercially reasonable its best efforts to cause such each Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (i) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) ninety (90) days after the Closing Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest (the "Registration Period"), of (i) the date that is three months two years after the completion of the last Closing Date under the Purchase AgreementDate, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Investors no longer owns own any of the Registered Securities (collectively, the "Registration Period")Registrable Securities, which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under which they were made, not misleading;material (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by each Investor to review whose Registrable Securities are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor; (fd) Use all commercially reasonable efforts to (i) register and/or and qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Investors who hold a majority in interest of the Registrable Securities being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (ge) As promptly as practicable after becoming aware of such event, notify the each Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement any (f) As promptly as practicable after becoming aware of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements thereinsuch event, notify each Investor who holds Registrable Securities being sold (or, in the light event of an underwritten offering, the managing underwriters) of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement issuance by the SEC of any notice of effectiveness or amendment to any stop order or other suspension of the effectiveness of the Registration Statement or other appropriate filing with at the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]earliest possible time; (ig) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”NASDAQ") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital NASDAQ Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.registrable securities;

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) a. Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) b. Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) c. With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) d. As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) e. Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) f. Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) g. As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) h. [INTENTIONALLY OMITTED]; (i) i. Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) j. Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) k. Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) l. Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty thirty (12030) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred fifty (150) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months [one year] after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company (which, until further notice, shall be deemed to be Xxxxxxx & Xxxxxx, LLP, ATTN: Xxxxxx Xxxxxxx, Esq.; "Subscriber's Counsel") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty forty five (12045) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under number of shares allowed by Rule 415 of Registered the Securities Act of 1933, as amended, of Registrable Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Registrable Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereofSEC, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three eighteen (18) months after the completion of the last Closing Date under the Purchase Equity Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 144(k) without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period.. The Company shall not be deemed to have complied with its obligations under this paragraph to keep the Registration Statement effective during the Registration Period if it voluntarily takes any action that would result in the Investors not being able to sell all of the Registrable Securities covered by such Registration Statement during the Registration Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the Commission has not declared it effective.. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two five (25) business daysBusiness Days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Notify Investor and Investor’s 's legal counsel identified to the Company (which, until further notice, shall be deemed to be Xxxxxxx & Xxxxxx, LLP, ATTN: Xxxxxx Xxxxxxx, Esq.; "INVESTOR'S COUNSEL") (and, in the case of (i)(A) below, not less than five (5) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in the Equity Agreement ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. ; and (evi) Unless available of the occurrence of any event that to the Investor without charge through XXXXX, knowledge of the SEC's website Company makes any statement made in the Registration Statement or the Company's website, furnish prospectus or any document incorporated or deemed to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, be incorporated therein by reference untrue in any material respect or received by the Company, one (1) copy of that requires any revisions to the Registration Statement, each preliminary the prospectus and or other documents so that, in the case of the Registration Statement or the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor case may reasonably request and in which significant volumes of shares of Common Stock are tradedbe, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall it will not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably requestmisleading. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty thirty (12030) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, upon written request by the Investor, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel counsel, if known, identified to the Company Company, if known, and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then than existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board or on the OTC Markets and, without limiting the generality of the foregoing; (ji) Provide If not already provided, provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (kj) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lk) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty Sixty (12060) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s 's legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“"FINRA”") and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (li) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with When required under this Agreement to effect the registration of the Registered Registrable Securities, the Company shall do each of the followingshall, as expeditiously as reasonably possible: (a) Prepare promptly In the case of a registration effected pursuant to Section 2(a) or 2(b) hereof, prepare and file with the SEC within one hundred twenty as soon as reasonably practicable, a registration statement or similar documents (120the "Registration Statement") days after with respect to, in the date case of Section 2(a), all Registrable Securities and, in the case of Section 2(b), all Registrable Securities requested to be registered by the Holders thereof, other than any Registrable Securities excluded by Holders pursuant to Section 2(a) hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business not later than 45 days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effectivedate of its initial filing, and keep the Registration Statement effective at all times prior to for the termination of the Purchase Agreement until the earliest longer of (i) the date that is three months after the completion a period of the last Closing Date under the Purchase Agreement, 120 days or (ii) until the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any third anniversary of the Registered Securities (collectively, closing of the "Registration Period"), which Offering. The Registration Statement (including any amendments or supplements, 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 therein, or necessary to make the statements therein, in the light of the circumstances under in which they were made, not misleading;. Notwithstanding the foregoing or anything to the contrary contained herein: (A) the Company shall not be required to undergo an audit other than in the ordinary course of business; and (B) the Company may defer any demand for registration for up to 90 days for valid business reasons. (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during for the Registration Periodperiod required under Section 3(a) hereof in the case of a registration effected pursuant to Section 2(a) hereof and, in the case of a registration effected pursuant to Section 2(b) hereof, for a period of 120 days or until the underwriter and the Holders have completed the distribution described in the registration statement, whichever first occurs, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company securities covered by the Registration Statement until the expiration of the Registration PeriodStatement. (c) With respect Furnish promptly to the Registered SecuritiesHolders such numbers of copies of a prospectus, permit counsel designated by Investor to review the Registration Statement including a preliminary prospectus, and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing thereto, in conformity with the SECrequirements of the Securities Act, and not file any document such other documents as the Holders may reasonably request in a form writing in order to which such counsel reasonably objectsfacilitate the disposition of Registrable Securities. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable its best efforts to (i) register and/or and qualify the Registered Securities securities covered by the Registration Statement under such other securities or blue sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the Investor may reasonably request Holders, and in which significant volumes of shares of Common Stock are traded, (ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements and to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with Whenever required under this Agreement to effect the registration of the Registered any Registrable Securities, the Company shall do each of the followingshall, as expeditiously as reasonably possible: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, Commission a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, registration statement covering such Registrable Securities and thereafter use all commercially reasonable its best efforts to cause such Registration Statement relating registration statement to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, effective by the Commission and to keep the Registration Statement such registration effective at all times prior to the termination of the Purchase Agreement until the earliest earlier of (i) the date that is three when all Registrable Securities covered by the registration statement have been sold or (ii) in the case of a registration under Section 2 or 3 hereof, nine (9) months after the completion effective date of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitationsregistration statement or prospectus or any amendments or supplements thereto, or (iii) in the date the Investor no longer owns any case of the Registered Securities (collectivelya shelf registration, the "Registration Period")applicable period permitted under the Act. The Company will furnish to each Holder of Registrable Securities covered by such registration statement and the underwriters, which Registration Statement (including any amendments or supplementsif any, thereto and prospectuses contained therein) shall not contain any untrue statement copies of a material fact or omit to state a material fact required all such documents proposed to be stated therein or necessary to make the statements thereinfiled (excluding exhibits, in the light of the circumstances under which they were made, not misleading;unless any such person shall specifically request (b) Prepare and file with the SEC Commission such amendments (including and post-effective amendments) and supplements amendments to the Registration Statement and the prospectus used in connection with the Registration Statement such registration statement as may be necessary to keep such registration statement effective until the Registration Statement effective at all times during earlier of the Registration Period, dates referred to in clauses (i) and (ii) of Section 5(a) hereof and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company securities covered by such registration statement, and cause the Registration Statement until prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the expiration of commission pursuant to Rule 424 under the Registration PeriodAct. (c) With respect Furnish to the Registered SecuritiesHolders such number of copies of such registration statement, permit counsel designated each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents, as they may reasonably request in order to facilitate the disposition of Registered Securities owned by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objectsthem. (d) As promptly Use its best efforts to register and qualify the Registered Securities under such other securities laws of such jurisdictions as practicable after becoming aware shall be reasonably requested by any Registered Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable each Registered Holder to consummate the disposition of the Registered Securities owned by such Holder in such jurisdictions; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify generally to transact business in any such states or jurisdictions; and provided further that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the Registered Securities shall be qualified shall require that expenses incurred in connection with the qualification of the Registered Securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by the Registered Holders pro rata, to the extent required by such jurisdiction. (e) Promptly notify each Registered Holder at any time when a prospectus is required to be delivered under the Act (f) Make available for inspection by any Registered Holder, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such Registered Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such Registered Holder, underwriter, attorney, accountant or agent in connection with such registration statement, which information shall be subject to reasonable restrictions concerning confidentiality and non-disclosure. (g) Promptly notify the Registered Holders and the underwriters, if any, of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company events and (if requested by any such person) confirm such notice notification in writing no later than one and provide copies of any relevant documents relating to: (1) business day thereafter (i): (A) when a the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or Post-effective amendment thereto and, with respect to the registration statement and any amendment or post-effective amendment thereto, the declaration of the effectiveness of such documents, (2) any comment letters from or requests by the Commission for amendments or supplements to the Registration Statement is filed; registration statement or the prospectus or for additional information, (B3) with respect to the Registration Statement issuance or any post-effective amendment, when the same has become effective; (ii) threat of the issuance by the SEC Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities registration statement or the initiation of any proceedings for that purpose; purpose and (iii4) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, jurisdiction or the initiation or threatening threat of initiation of any proceeding for such purpose. (eh) Unless available Make every reasonable effort to prevent the Investor without charge through XXXXX, entry of any order suspending the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy effectiveness of the Registration Statement, each preliminary prospectus registration statement and obtain the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws withdrawal of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdictionorder, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably requestif entered. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to If reasonably requested by any underwriter or a Registered Holder in connection with any underwritten offering, (ij) cause all Cooperate with the Registered Securities covered by Holders and the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listedunderwriters, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the evidencing Registered Securities to be offered pursuant to the Registration Statement and not bearing any restrictive legends, and enable such certificates for the Registered Securities securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request lots and registration registered in such names as the Investor underwriters may request; and, within five request at least two (52) business days after a Registration Statement which includes prior to any delivery of Registered Securities is ordered to the underwriters. (k) Provide a transfer agent, registrar and CUSIP number for all Registrable Securities not later than the effective date of the registration statement. (l) Prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of any underwritten offering, (i) make such representations and warranties to the Registered Holders and the underwriters, if any, with respect to the Registered Securities and the registration statement as are customarily made by issuers to underwriters in primary underwritten offerings; (ii) obtain opinions of counsel to the Company and updates thereof (which opinions shall be reasonably satisfactory to the underwriters, if any, and to the Holders of a majority of the Registered Securities) addressed to each Registered Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters or their counsel; (iii) obtain "cold comfort" letters and updates thereof from the Company,s independent certified public accountants addressed to the Registered Holders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in *cold comfort" letters by underwriters in connection with primary underwritten offerings; and (iv) deliver such documents and certificates as may be reasonably requested by the SECHolders of a majority of the Registered Securities being sold and by the underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the Company shall deliverunderwriting agreement or other agreement entered into by the Company. (n) Use its best efforts to cause all Registered Securities included in such registration statement to be listed, and shall cause legal counsel selected by the date of first sale of Registered Securities pursuant to such registration statement, on each securities exchange on which shares of Common Stock are then listed or proposed by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counselbe listed, if so required by the Company’s transfer agent; andany. (lo) Take all other commercially Provide such reasonable actions necessary to expedite and facilitate distribution to assistance in the Investor marketing of the Registered Securities pursuant as is customary of issuers in public offerings (including participation by its senior management in "road shows"), subject to reasonable time and expense constraints. (p) Otherwise use its best efforts to comply with all applicable rules and regulations of the Registration StatementCommission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Act, no later than forty-five (45) days after the end of any twelve (12) month period (i) commencing at the end of any fiscal quarter in which Registered Securities are sold to underwriters in a firm or best efforts underwritten offering, or (ii) if not sold to underwriters in such an offering, beginning with the first day of the first fiscal quarter of the Company commencing after the effective date of the registration statement.

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty sixty (12060) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s 's legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-post- effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXXEXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXXEXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”") security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“"FINRA”") and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s 's transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered SecuritiesRegistrable Securities set forth in Section 2 above, the Company shall do cause each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep Keep the Registration Statement continuously effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Investors may sell all Registered Registrable Securities under Rule 144 144(k) without volume limitations, or (iiiii) the date the Investor Investors no longer owns own any of the Registered Registrable Securities (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period.; (c) With respect to Notify Investors (and, in the Registered Securitiescase of Section 3(c)(i)(A) below, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two one (21) business days) Business Day prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (dfiling) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a “review” of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC with respect to a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to counsel appointed by the investors (“Investors’ Counsel”)); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose.; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Investors’ Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that the Investors shall have the opportunity to comment thereon; (ed) Unless available Furnish to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, Investors (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Investors may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Investors; (fe) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Investors may reasonably request and in which significant volumes of shares of Common Stock are tradedrequest, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: ; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then then-existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (gf) As promptly as practicable after becoming aware of such event, notify the Investor Investors of the happening occurrence of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("“Registration Default"”), and use all diligent efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor Investors as the Investor Investors may reasonably request.; (g) As promptly as practicable after becoming aware of such event, notify the Investors (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (h) [INTENTIONALLY OMITTED]Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Investors in writing of the existence of a Potential Material Event (“Blackout Notice”), the Investors shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until the Investors receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than three (3) ten (10) day periods in the aggregate during any 12-month period (“Blackout Period”) with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted ten (10) day periods, the Company shall pay damages of 1% of the cost of all common stock then held by the Investors for each fifteen (15) day period or portion thereof, beginning on the date of the suspension; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor Investors to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor Investors may reasonably request and registration in such names as the Investor Investors may request; and, within five (5) business days Business Days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the InvestorInvestors) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lj) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor Investors of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty (12020) days after of the date hereofEffective Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred fifty (150) days after the Effective Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two one (21) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company (which, until further notice, shall be deemed to be Xxxxxxx & Xxxxxx, LLP, ATTN: Xxxxxx Xxxxxxx, Esq.; "SUBSCRIBER'S COUNSEL") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. ; and (evi) Unless available of the occurrence of any event that to the Investor without charge through XXXXX, knowledge of the SEC's website Company makes any statement made in the Registration Statement or the Company's website, furnish prospectus or any document incorporated or deemed to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, be incorporated therein by reference untrue in any material respect or received by the Company, one (1) copy of that requires any revisions to the Registration Statement, each preliminary the prospectus and or other documents so that, in the case of the Registration Statement or the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor case may reasonably request and in which significant volumes of shares of Common Stock are tradedbe, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall it will not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SECmisleading. In addition, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, furnish Subscriber's Counsel with copies of all intended written responses to the transfer agent for comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the Registered Securities (with copies to the Investor) an appropriate instruction and opinion filing of such counsel, if responses with the SEC so required by that Subscriber shall have the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary opportunity to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statementcomment thereon.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty no later than thirty (12030) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule SEC rule 415 of Registered Registrable Securities, and thereafter use all commercially reasonable diligent efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three six months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Registrable Securities, permit a single firm of counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of With respect to the following factsRegistrable Securities, the Company shall notify Investor and Investor’s legal counsel identified to the Company (and, in the case of (i)(A) below, not less than one (1) business day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one three (13) business day thereafter following the day (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Investor’s Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish counsel to the Investor with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) business day in advance of the filing of such responses with the SEC so that Investor shall have the opportunity to comment thereon. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Investor; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. If the Company fails to cure any Registration Default within ten (10) business days, the Company shall pay to the Investor liquidated damages in an amount equal to 2% of the Purchase Price of all Registrable Securities then held by the Investor and still subject to Rule 144 volume limitations for each thirty (30) calendar day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Investor (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with FINRA as such with respect to such Registrable Securities; (j) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty (12020) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable diligent efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred fifty (150) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company (which, until further notice, shall be deemed to be Krieger & Prager, LLP, ATTN: Samuxx Xxxxger, Xxx.; "Subscriber'x Xxxxxxx") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Subscriber's Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Subscriber shall have the opportunity to comment thereon. (e) Unless available Furnish to the Investor without charge through XXXXXSubscriber, the SEC's website or the Company's website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Subscriber may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Subscriber; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Subscriber may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor Subscriber as the Investor Subscriber may reasonably request.. Failure to cure the Registration Default within ten (10) business days shall result in the Company including liquidated damages of 1.5% of the cost of all common stock then held by the investor for each 15 day period or portion thereof, beginning on the date of suspension. If the suspension is cured within the first fifteen (15) days the above damages shall not apply for so long as more than 10,000 shares of Common Stock are held by the Subscriber; (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Subscriber (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event ("Blackout Notice"), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than two fifteen (15) day periods in the aggregate during any 12-month period ("Blackout Period") with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted fifteen (15) day periods, the Company shall pay damages of 1.5% of the cost of all common stock then held by the Investor for each fifteen (15) day period or portion thereof, beginning on thee date of the suspension. (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate such registrable securities; provided, however, that the timely preparation and delivery of certificates Subscriber acknowledges that the Company does not currently meet the requirements for listing on a national securities exchange or the Registered Securities to be offered Nasdaq Small Cap Market pursuant to the Registration Statement (i) or (ii) and enable such certificates for the Registered Securities that nothing in this section shall be construed to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by require the Company to deliver, to pursue such qualification until such time as the transfer agent Company satisfies such requirements for the Registered Securities a period of not less than forty-five (with copies to the Investor45) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.days:

Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitationslimitations assuming that the Investor is not an affiliate of the Company, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXXEXXXX, the SEC's ’s website or the Company's ’s website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: ; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company Company, or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("“Registration Default"”), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXXEXXXX, the SEC's ’s website or the Company's ’s website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either efforts to (i) cause continue all the Registered Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoingOTCQB; (j) Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within one hundred twenty Ninety (12090) days after the date hereofclosing on a bridge financing facility in the form of a Secured Convertible Debenture or an alternative arrangement raising at a minimum Two Hundred Thousand (200,000) Dollars, a Registration Statement (on Form S-1 or such other form reasonably acceptable to Investor and its legal counsel), with respect to not less than the maximum allowable amount of Registrable Securities issuable under Rule 415 of Registered Securitiesthe Purchase Agreement, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Registrable Securities to become effective within five ten (510) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Registrable Securities still owned by Investor under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects.[Intentionally Omitted] (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto; (f) Use all Given the resources available to the Company, use commercially reasonable efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such United States jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, deliver a number of copies of such supplement or amendment to the Investor as the Investor may reasonably request. (h) [INTENTIONALLY OMITTED]; (i) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent for the Registered Registrable Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate With regard to the Put Shares, cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered Registrable Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Registrable Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Registrable Securities pursuant to the Registration Statement.

Obligation of the Company. In connection with the registration of the Registered Registrable Securities, the Company shall do each of the following: (a) Prepare promptly promptly, and file with the SEC within one hundred twenty sixty (12060) days after of the date hereofSubscription Date, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered SecuritiesRegistrable Securities provided in Section 2(a) above, and thereafter and, thereafter, use all commercially reasonable its best efforts to cause such the Registration Statement relating to the Registered Registrable Securities to become effective within the earlier of (a) five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, or (b) one hundred twenty (120) days after the Subscription Date, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one year after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor Subscriber may sell all Registered Registrable Securities under Rule 144 without volume limitations, or (iii) the date the Investor Subscriber no longer owns any of the Registered Registrable Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Registrable Securities of the Company covered by the Registration Statement until the expiration of the Registration Period. (c) With respect to the Registered Securities, permit Permit a single firm of counsel designated by Investor Subscriber to review the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two three (23) business daysBusiness Day) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor Notify Subscriber and Investor’s Subscriber's legal counsel identified to the Company ("SUBSCRIBER'S COUNSEL") (and, in the case of (i)(A) below, not less than one (1) Business Day prior to such filing) and (if requested by any such person) confirm such notice in writing no later than one (1) business Business Day following the day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) whenever the SEC notifies the Company whether there will be a "review" of such Registration Statement; (C) whenever the Company receives (or a representative of the Company receives on its behalf) any oral or written comments from the SEC respect of a Registration Statement (copies or, in the case of oral comments, written or oral summaries of such comments shall be promptly furnished by the Company to Subscriber's Counsel); and (D) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or the prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Registrable Securities or the initiation of any proceedings for that purpose; (iv) if at any time any of the representations or warranties of the Company contained in any agreement (including any securities purchase agreement) contemplated hereby ceases to be true and correct in all material respects; (iiiv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (vi) of the occurrence of any event that to the knowledge of the Company makes any statement made in the Registration Statement or the prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, the prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Company shall furnish Subscriber's Counsel with copies of all intended written responses to the comments contemplated in clause (C) of this Section not later than one (1) Business Day in advance of the filing of such responses with the SEC so that Subscriber shall have the opportunity to comment thereon. (e) Unless available Furnish to the Investor without charge through XXXXXSubscriber, the SEC's website or the Company's website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as the Subscriber may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Subscriber; (f) Use all commercially reasonable diligent efforts to (i) register and/or qualify the Registered Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor Subscriber may reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Registrable Securities for sale in such jurisdictions: providedPROVIDED, howeverHOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholders; (g) As promptly as practicable after becoming aware of such event, notify the Investor Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and uses all diligent efforts to promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor Subscriber as the Investor Subscriber may reasonably request. Failure to cure the Registration Default within ten (10) business days shall result in the Company including liquidated damages of 2% of the cost of all common stock then held by the investor for each 15 day period or portion thereof, beginning on the date of suspension. (h) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify the Subscriber (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (i) Notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies Investor in writing of the existence of a Potential Material Event ("Blackout Notice"), Investor shall not offer or sell any Registrable Securities, or engage in any other transaction involving or relating to the Registrable Securities, from the time of the giving of notice with respect to a Potential Material Event until Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; PROVIDED, HOWEVER, that (a) the Company may not so suspend the right to such holders of Registrable Securities for more than two ten (10) day periods in the aggregate during any 12-month period ("Blackout Period") with at least a ten (10) Business Day interval between such periods, during the periods the Registration Statement is required to be in effect, or (b) that if such Blackout Period exceeds the permitted ten (10) day periods, the Company shall pay damages of 2% of the cost of all common stock then held by the Investor for each fifteen (15) day period or portion thereof, beginning on the date of the suspension. (j) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Registrable Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Registrable Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”") security "Small Capitalization" within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the Registered Registrable Securities on the Nasdaq Capital Small Cap Market; or if, despite the Company’s 's commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure NASD authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Registrable Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing; (j) Provide a transfer agent , to arrange for the Registered Securities not later than the Subscription Date under the Purchase Agreement; (k) Cooperate at least two market makers to register with the Investor National Association of Securities Dealers, Inc. ("NASD") as such with respect to facilitate such registrable securities; PROVIDED, HOWEVER, that the timely preparation and delivery of certificates Subscriber acknowledges that the Company does not currently meet the requirements for listing on a national securities exchange or the Registered Securities to be offered Nasdaq Small Cap Market pursuant to the Registration Statement (i) or (ii) and enable such certificates for the Registered Securities that nothing in this section shall be construed to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by require the Company to deliver, to pursue such qualification until such time as the transfer agent Company satisfies such requirements for the Registered Securities a period of not less than forty-five (with copies to the Investor45) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (l) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities pursuant to the Registration Statement.days:

Obligation of the Company. In connection with the registration of the Registered SecuritiesSubscribed Shares, the Company shall do each of the following: (a) Prepare promptly and file with the SEC within not later than one hundred twenty (120) days after of August 7, 2015 the date hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 number of Registered Securities, Subscribed Shares and thereafter use all commercially reasonable its best efforts to cause such the Registration Statement relating to the Registered Securities Subscribed Shares to become effective within not later than five (5) business days after notice from the Securities and Exchange Commission that such the Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months one (1) year after the completion of the last Closing Date under the Purchase Agreementits effective date, (ii) the date when the Investor Subscribers may sell all Registered Securities Subscribed Shares under Rule 144 without volume limitations, or (iii) the date the Investor Subscribers no longer owns own any of the Registered Securities Subscribed Shares (collectively, the "“Registration Period"”), which Registration Statement (including any amendments or supplements, 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 the light of the circumstances under in which they were made, not misleading; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and to and, during the Registration Period, comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities Subscribed Shares of the Company covered by the Registration Statement until such time as all of such Subscribed Shares have been disposed of in accordance with the expiration intended methods of disposition by the seller or sellers thereof as set forth in the Registration Period.Statement; (c) With respect Furnish to the Registered Securities, permit counsel designated by Investor to review each Subscriber whose Subscribed Shares are included in the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. (d) As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s its legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter Company, (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. (e) Unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as such Subscriber may reasonably request in order to facilitate the disposition of the Subscribed Shares owned by such Subscriber; (fd) Use all commercially reasonable its best efforts to (i) register and/or and qualify the Registered Securities Subscribed Shares covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may Subscribers who hold a majority in interest of the Subscribed Shares being offered reasonably request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities Subscribed Shares for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f3(d), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make any change in its charter articles of incorporation or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its stockholdersSubscribers; (ge) As promptly as practicable after becoming aware of such event, notify the Investor each Subscriber of the happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"”), and uses its best efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and take any other commercially reasonable necessary steps to cure the Registration Default, and, unless available to the Investor without charge through XXXXX, the SEC's website or the Company's website, and deliver a number of copies of such supplement or amendment to the Investor each Subscriber as the Investor such Subscriber may reasonably request. (hf) [INTENTIONALLY OMITTED]As promptly as practicable after becoming aware of such event, notify each Subscriber who holds Subscribed Shares being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time; (ig) Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities Subscribed Shares covered by the Registration Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities Subscribed Shares is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities Subscribed Shares covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq“NASDAQ”) security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the quotation of the Registered Securities Subscribed Shares on the Nasdaq Capital Market; NASDAQ or if, despite the Company’s commercially reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities Subscribed Shares on the overOver-the-counter bulletin board and, without limiting the generality of the foregoingCounter Bulletin Board; (jh) Provide a transfer agent for the Registered Securities Subscribed Shares not later than the Subscription Date under effective date of the Purchase AgreementRegistration Statement; (ki) Cooperate with the Investor Subscribers who hold Subscribed Shares being offered to facilitate the timely preparation and delivery of certificates for the Registered Securities Subscribed Shares to be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities Subscribed Shares to be in such denominations or amounts as the case may be, as the Investor Subscribers may reasonably request and registration in such names as the Investor Subscribers may request; and, within five (5) business days after a Registration Statement which includes Registered Securities Subscribed Shares is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered Securities Subscribed Shares (with copies to the InvestorSubscribers whose Subscribed Shares are included in such Registration Statement) an appropriate instruction and opinion of such counsel, if so required by the Company’s transfer agent; and (lj) Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor Subscriber of the Registered Securities Subscribed Shares pursuant to the Registration Statement.