Common use of Registration of the Securities Clause in Contracts

Registration of the Securities. The Company hereby agrees that it shall prepare and file with the SEC no later than thirty (30) days following the Closing Date, and not later than thirty (30) days following any date on which Contingent Company Warrants are exercised in an amount that results in the Company receiving aggregate exercise payments of at least $6 million (each, a “Qualifying Exercise”) (each, a “Filing Deadline”), a registration statement on Form S-3 (except that if the Company is not then eligible to register for resale the Initial Shares and the applicable Warrant Shares (as defined below) on Form S-3, then such registration shall be on the appropriate form) (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to (i) enable the resale of the Initial Shares and shares of Common Stock underlying the Initial Company Warrants, and (ii) in the event of a Qualifying Exercise, enable the resale of the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants (the shares of Common Stock underlying the Initial Company Warrants, the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants, collectively, the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Initial Shares or the applicable Warrant Shares, the “Registrable Shares”) by holders of such Initial Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable efforts to cause a Registration Statement to be declared effective, within ninety (90) days following the Closing Date and, with respect to a Qualifying Exercise, (90) days following the date of the Qualifying Exercise (each, a “Required Effective Date”) or, in the event of a review of such Registration Statement by the SEC, a Required Effective Date will be within one hundred twenty (120) days following the Closing Date or the date of the Qualifying Exercise, as applicable, and, subject to exceptions provided herein, to remain continuously effective until the earlier of (A) the eleventh anniversary of the effective date of such Registration Statement, (B) the date on which all Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Shares (other than Registrable Shares held by an individual who is not an affiliate of the Company due to his or her status as an executive of the Company), can be sold pursuant to Rule 144 promulgated under the Securities Act (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within three (3) Business Days after such SEC notification;

Registration of the Securities. After the expiration of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common Stock under the act, and relevant Blue Sky laws as promptly as is practicable. The Company hereby agrees that it COMPANY and the PURCHASER shall prepare and file cooperate in good faith in connection with the SEC no later than furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days following the Closing Date, of PURCHASER's written demand therefor and not later than thirty (30) days following any date on which Contingent Company Warrants are exercised in an amount that results in the Company receiving aggregate exercise payments of at least $6 million (each, a “Qualifying Exercise”) (each, a “Filing Deadline”), a registration statement on Form S-3 (except that if the Company is not then eligible to register for resale the Initial Shares and the applicable Warrant Shares (as defined below) on Form S-3, then such registration shall be on the appropriate form) (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to (i) enable the resale of the Initial Shares and shares of Common Stock underlying the Initial Company Warrants, and (ii) in the event of a Qualifying Exercise, enable the resale of the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants (the shares of Common Stock underlying the Initial Company Warrants, the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants, collectively, the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Initial Shares or the applicable Warrant Shares, the “Registrable Shares”) by holders of such Initial Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable its best efforts to cause a Registration Statement such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be declared effectivelimited to, within ninety (90) days following promptly responding to all comments received from the Closing Date and, staff of the Securities and Exchange Commission with respect to a Qualifying Exercise, (90) days following such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the date comments received from the staff of the Qualifying Exercise (each, a “Required Effective Date”) or, in the event of a review of such Registration Statement Securities and Exchange Commission. Once declared effective by the SECSecurities and Exchange Commission, a Required Effective Date will be within one hundred twenty (120) days following the Closing Date or the date of the Qualifying Exercise, as applicable, and, subject to exceptions provided herein, COMPANY shall cause such registration statement to remain continuously effective until the earlier of (AI) the eleventh anniversary sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such Registration Statement, (B) registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date on which all Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Shares (other than Registrable Shares held PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an individual who amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not an affiliate effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the Company due COMPANY from its obligations to his or her status as an executive register such shares of the Company), can be sold Common Stock pursuant to Rule 144 promulgated under the Securities Act (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within three (3) Business Days after such SEC notification;this Section

Registration of the Securities. The Company hereby agrees that it shall prepare (a) At any time after the first anniversary date of the earlier to occur of (i) the date of effectiveness of the Form 10 (as such term is defined in the Purchase Agreement) and file with (ii) the SEC no later than thirty (30) days following the Closing Date, and not later than thirty (30) days following any date on which Contingent Company Warrants a class of securities of the Corporation shall be registered under the Securities Exchange Act, Xxxxxx and any Transferee of Xxxxxx (other than Public Transferees) shall have the right to request that the Corporation effect the registration under the Securities Act of 1933, as amended (the "Securities Act") of any or all shares of Class A Common Stock of the Corporation (for purposes of this Section 7 only, the "Securities") beneficially owned by Xxxxxx and/or such Transferee (the Securities requested to be registered are exercised in an amount that results hereinafter collectively referred to as the "Requested Registration Shares"). In such event, the Corporation shall use its reasonable best efforts to cause the Requested Registration Shares to be registered under the Securities Act and to effect and to comply with all such qualifications, compliances and requirements as may be necessary to permit the sale or other transfer of such Requested Registration Shares in the Company receiving aggregate exercise payments manner described in such request, including, without limitation, qualifications under applicable blue sky or other state securities laws (provided that the Corporation shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of at least $6 million process in any state); provided, however, that (each, a “Qualifying Exercise”i) the Corporation shall not be obligated to file and cause to become effective more than two registration statements in which Requested Registration Shares are sold pursuant to this subsection (each, a “Filing Deadline”a), a (ii) the Corporation shall not be obligated to file and cause to become effective more than one such registration statement on Form S-3 under this subsection (except that if a) in any six-month period and (iii) in the Company is not then eligible event that, for any reason (other than as a result of a request made by Xxxxxx or any Transferee of Xxxxxx to register for resale withdraw such person's or entity's Requested Registration Shares from such registration), less than one-half of the Initial number of Requested Registration Shares and shall be registered under the applicable Warrant Shares Securities Act in accordance with a request made by Xxxxxx or any Transferee of Xxxxxx (as defined belowother than Public Transferees) on Form S-3pursuant to this subsection (a), then such registration shall be on not constitute one of the appropriate form) (together with any other registration statements filed referred to above. Xxxxxx'x and such Transferee's rights under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to subsection (ia) enable the resale of the Initial Shares and shares of Common Stock underlying the Initial Company Warrants, and (ii) in the event of a Qualifying Exercise, enable the resale of the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants (the shares of Common Stock underlying the Initial Company Warrants, the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants, collectively, the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Initial Shares or the applicable Warrant Shares, the “Registrable Shares”) by holders of such Initial Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable efforts to cause a Registration Statement to be declared effective, within ninety (90) days following the Closing Date and, with respect to a Qualifying Exercise, (90) days following the date of the Qualifying Exercise (each, a “Required Effective Date”) or, in the event of a review of such Registration Statement by the SEC, a Required Effective Date will be within one hundred twenty (120) days following the Closing Date or the date of the Qualifying Exercise, as applicable, and, subject to exceptions provided herein, to remain continuously effective until terminate upon the earlier to occur of (A1) the eleventh seventh anniversary of the effective date of such Registration Statement, (B) the date on which all Registrable Shares have been publicly sold thereunder, hereof or (C2) the date on which all of the Registrable Shares shares of Common Stock held by Xxxxxx and Transferees of Xxxxxx (other than Registrable Shares held by an individual who is not an affiliate of the Company due to his or her status as an executive of the Company), can Public Transferees) may be sold pursuant to Rule 144 promulgated under of the Securities Act (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”)during a 90-day period. If Xxxxxx and any Transferees of Xxxxxx initiating a registration request under this subsection (a) intend to distribute the Company receives notification from Requested Registration Shares covered by such request by means of an underwriting and the SEC managing underwriter of such underwriting advises Xxxxxx and any such Transferees that marketing factors require a Registration Statement will receive no action or review from limitation of the SECnumber of shares to be underwritten, then the Company will use its commercially reasonable efforts number of Securities that may be included in the underwriting shall be allocated among each of Xxxxxx and/or any such Transferees desiring to cause include any Requested Registration Shares in proportion to the amount of Securities owned by each such person or entity; provided, however, that the number of shares of Requested Registration Statement Shares to become effective within three (3) Business Days after be included in such SEC notification;offering shall not be reduced unless all other securities are first entirely excluded from the underwriting.

Registration of the Securities. The Company hereby agrees that it shall prepare and file with Following the SEC no later than thirty (30) days following the Closing Datedelivery of a Notice of Conversion, and not later than thirty (30) days following any date on which Contingent Company Warrants are exercised in an amount that results in the Company receiving aggregate exercise payments of at least $6 million (each, a “Qualifying Exercise”) (each, a “Filing Deadline”), a registration statement on Form S-3 (except that if the Company is not then eligible COMPANY fails to register issue to the PURCHASER or the PURCHASER's permitted transferees certificates for resale the Initial Shares and the applicable Warrant Shares (as defined below) on Form S-3, then such registration shall be on the appropriate form) (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to (i) enable the resale of the Initial Shares and shares of Common Stock underlying issuable upon conversion of the Initial Company WarrantsDebentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, or that such issuance would be in violation of securities laws, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common stock under the act, and relevant Blue Sky laws as promptly as is practicable. The COMPANY and the PURCHASER shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within forty-five (45) days of PURCHASER's written demand therefor and shall use its best efforts to cause such registration statement to become effective as soon as practicable thereafter, provided, however, that if such forty-five (45) day period terminates at any time from February 12 through March 30 of any calendar year, the COMPANY shall file the required registration statement at the earliest to occur of (i) March 31 of such calendar year or (ii) in the event of a Qualifying Exercise, enable the resale fifth business day after audited financial statements of the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants (the shares of Common Stock underlying the Initial Company WarrantsCOMPANY are available. Such best efforts shall include, the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants, collectively, the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect but not be limited to, or in exchange for, or in replacement of, promptly responding to all comments received from the Initial Shares or the applicable Warrant Shares, the “Registrable Shares”) by holders staff of such Initial Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable efforts to cause a Registration Statement to be declared effective, within ninety (90) days following the Closing Date and, and Exchange Commission with respect to a Qualifying Exercise, (90) days following such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the date comments received from the staff of the Qualifying Exercise (each, a “Required Effective Date”) or, in the event of a review of such Registration Statement Securities and Exchange Commission. Once declared effective by the SECSecurities and Exchange Commission, a Required Effective Date will be within one hundred twenty (120) days following the Closing Date or the date of the Qualifying Exercise, as applicable, and, subject to exceptions provided herein, COMPANY shall cause such registration statement to remain continuously effective until the earlier of (Ai) the eleventh anniversary sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such Registration Statement, registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within one hundred forty-five (B145) days after the date on which all Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Shares (other than Registrable Shares held PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an individual who amount in cash equal to $50,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 145-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not an affiliate effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the Company due COMPANY from its obligations to his or her status as an executive register such shares of the Company), can be sold Common Stock pursuant to Rule 144 promulgated under this Section 9. Notwithstanding the Securities Act (as such rule may preceding sentence, the 145 day period referred to therein shall be amended tolled during the period from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within three (3) Business Days after such SEC notification;February 12 through March 30 of any calendar year.

Registration of the Securities. After the expiration of the Restricted Period, if the COMPANY fails to issue to the PURCHASER or the PURCHASER's transferees certificates for shares of Common Stock issuable upon conversion of the Debentures bearing no restrictive legend and free of stop transfer instructions for any reason other than the COMPANY's reasonable good faith belief that the representations and warranties made by the PURCHASER in this Agreement were untrue when made, then the COMPANY shall be required, at the request of the PURCHASER and at the COMPANY's expense, to effect the registration of such shares of Common stock under the act, and relevant Blue Sky laws as promptly as is practicable. The Company hereby agrees that it COMPANY and the PURCHASER shall prepare and file cooperate in good faith in connection with the SEC no later than furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The COMPANY shall file a registration statement within thirty (30) days following the Closing Date, of PURCHASER's written demand therefor and not later than thirty (30) days following any date on which Contingent Company Warrants are exercised in an amount that results in the Company receiving aggregate exercise payments of at least $6 million (each, a “Qualifying Exercise”) (each, a “Filing Deadline”), a registration statement on Form S-3 (except that if the Company is not then eligible to register for resale the Initial Shares and the applicable Warrant Shares (as defined below) on Form S-3, then such registration shall be on the appropriate form) (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to (i) enable the resale of the Initial Shares and shares of Common Stock underlying the Initial Company Warrants, and (ii) in the event of a Qualifying Exercise, enable the resale of the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants (the shares of Common Stock underlying the Initial Company Warrants, the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants, collectively, the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Initial Shares or the applicable Warrant Shares, the “Registrable Shares”) by holders of such Initial Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable its best efforts to cause a Registration Statement such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be declared effectivelimited to, within ninety (90) days following promptly responding to all comments received from the Closing Date and, staff of the Securities and Exchange Commission with respect to a Qualifying Exercise, (90) days following such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the date comments received from the staff of the Qualifying Exercise (each, a “Required Effective Date”) or, in the event of a review of such Registration Statement Securities and Exchange Commission. Once declared effective by the SECSecurities and Exchange Commission, a Required Effective Date will be within one hundred twenty (120) days following the Closing Date or the date of the Qualifying Exercise, as applicable, and, subject to exceptions provided herein, COMPANY shall cause such registration statement to remain continuously effective until the earlier of (Ai) the eleventh anniversary sale by the PURCHASER of all shares of Common Stock so registered or (ii) 120 days after the effective date of such Registration Statement, (B) registration statement. In the event that the COMPANY has not effected the registration of such shares of Common Stock under the Act and relevant Blue Sky laws within 120 days after the date on which all Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Shares (other than Registrable Shares held PURCHASER's demand therefor, the COMPANY shall pay to the PURCHASER by wire transfer, as liquidated damages for such failure and not as a penalty, an individual who amount in cash equal to $100,000. Such payment shall be made to the PURCHASER immediately upon expiration of the 120-day period referenced in the preceding sentence if the registration of such shares of Common Stock is not an affiliate effected by such date; provided, however, that the payment of such liquidated damages shall not relieve the Company due COMPANY from its obligations to his or her status as an executive register such shares of the Company), can be sold Common Stock pursuant to Rule 144 promulgated under the Securities Act (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within three (3) Business Days after such SEC notification;this Section 9.

Registration of the Securities. The Company hereby agrees that it shall prepare and file with the SEC no later than thirty (30) 30 calendar days following the Closing Datedate the initial registration statement filed in connection with the securities purchase agreement dated July 30, and not later than thirty (30) days following any date on which Contingent Company Warrants are exercised in an amount that results in 2009 between the Company receiving aggregate exercise payments of at least $6 million and the investor signatory thereto is declared effective by the SEC (each, a “Qualifying Exercise”) (each, a the “Filing Deadline”), a registration statement on Form S-1 or Form S-3 (except that if the Company is not then eligible to register for resale the Initial Shares and the applicable Warrant Shares (as defined below) on Form S-3, then such registration shall be on the appropriate form) (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to (i) enable the resale of the Initial Shares and shares of Common Stock underlying the Initial Company Warrants, and (ii) in the event of a Qualifying Exercise, enable the resale of the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants (the shares of Common Stock underlying the Initial Company Warrants, the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants, collectively, Warrants the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Initial Shares or the applicable Warrant Shares, the “Registrable Shares”) by holders of such Initial Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable efforts to cause a Registration Statement to be declared effective, within ninety sixty (9060) days following the Closing Date and, with respect to a Qualifying Exercise, Filing Deadline (90) days following the date of the Qualifying Exercise (each, a “Required Effective Date”) or, in the event of a review of such Registration Statement by the SEC, a the Required Effective Date will be within one hundred twenty ninety (12090) days following the Closing Date or the date of the Qualifying Exercise, as applicable, Filing Deadline and, subject to exceptions provided herein, to remain continuously effective until the earlier of (A) the eleventh fifth anniversary of the effective date of such Registration Statement, (B) the date on which all Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Shares (other than Registrable Shares held by an individual who is not an affiliate of the Company due to his or her status as an executive of the Company), can be sold pursuant to Rule 144 promulgated under the Securities Act (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within three (3) Business Days after such SEC notification;

Registration of the Securities. The Company hereby agrees that it shall prepare and file with the SEC no later than thirty seven (307) days Business Days following the Closing Date, and not later than thirty Date (30) days following any date on which Contingent Company Warrants are exercised in an amount that results in the Company receiving aggregate exercise payments of at least $6 million (each, a “Qualifying Exercise”) (each, a “Filing Deadline”), a registration statement on Form S-1 or Form S-3 (except that if the Company is not then eligible to register for resale the Initial Shares and the applicable Warrant Shares (as defined below) on Form S-3, then such registration shall be on the appropriate form) (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to (i) enable the resale of the Initial Shares and shares of Common Stock underlying the Initial Company Warrants, and (ii) in the event of a Qualifying Exercise, enable the resale of the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants (the shares of Common Stock underlying the Initial Company Warrants, the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants, collectively, Warrants the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Initial Shares or the applicable Warrant Shares, the “Registrable Shares”) by holders of such Initial Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable efforts to cause a Registration Statement to be declared effective, within ninety sixty (9060) days following the Closing Date and, with respect to a Qualifying Exercise, (90) days following the date of the Qualifying Exercise (each, a “Required Effective Date”) or, in the event of a review of such Registration Statement by the SEC, a the Required Effective Date will be within one hundred twenty ninety (12090) days following the Closing Date or the date of the Qualifying Exercise, as applicable, and, subject to exceptions provided herein, to remain continuously effective until the earlier of (A) the eleventh fifth anniversary of the effective date of such Registration Statement, (B) the date on which all Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Shares (other than Registrable Shares held by an individual who is not an affiliate of the Company due to his or her status as an executive of the Company), can be sold pursuant to Rule 144 promulgated under the Securities Act (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within three (3) Business Days after such SEC notification;

Registration of the Securities. The Company hereby agrees that it shall prepare and file with the SEC no later than thirty seven (307) business days following the Closing Date, and not later than thirty Date (30) days following any date on which Contingent Company Warrants are exercised in an amount that results in the Company receiving aggregate exercise payments of at least $6 million (each, a “Qualifying Exercise”) (each, a “Filing Deadline”), a registration statement on Form S-3 (except that if the Company is not then eligible to register for resale the Initial Shares and the applicable Warrant Shares (as defined below) on Form S-3, then such registration shall be on the appropriate form) (together with any other registration statements filed under this Section 5 and any preliminary or final prospectus, exhibit, supplement or amendment included therein, the “Registration Statements”), to (i) enable the resale of the Initial Shares and shares of Common Stock underlying the Initial Company Warrants, and (ii) in the event of a Qualifying Exercise, enable the resale of the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants (the shares of Common Stock underlying the Initial Company Warrants, the Contingent Company Warrant Shares and the shares of Common Stock underlying the Contingent Company Second Warrants, collectively, Warrants the “Warrant Shares”) (together with any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Initial Shares or the applicable Warrant Shares, the “Registrable Shares”) by holders of such Initial Shares and/or Warrant Shares from time to time on a continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable efforts to cause a Registration Statement to be declared effective, within ninety (90) days following the Closing Date and, with respect to a Qualifying Exercise, (90) days following the date of the Qualifying Exercise (each, a “Required Effective Date”) or, in the event of a review of such Registration Statement by the SEC, a the Required Effective Date will be within one hundred twenty (120) days following the Closing Date or the date of the Qualifying Exercise, as applicable, and, subject to exceptions provided herein, to remain continuously effective until the earlier of (A) the eleventh fifth anniversary of the effective date of such Registration Statement, (B) the date on which all Registrable Shares have been publicly sold thereunder, or (C) the date on which all of the Registrable Shares (other than Registrable Shares held by an individual who is not an affiliate of the Company due to his or her status as an executive of the Company), can be sold pursuant to Rule 144 promulgated under the Securities Act (as such rule may be amended from time to time) not subject to volume limitations (the “Registration Period”). If the Company receives notification from the SEC that a Registration Statement will receive no action or review from the SEC, then the Company will use its commercially reasonable efforts to cause such Registration Statement to become effective within three (3) Business Days after such SEC notification;