Common use of Registration Rights and “Piggy-Back” Registration Rights Clause in Contracts

Registration Rights and “Piggy-Back” Registration Rights. (a) As soon as possible after the Final Closing Date, but in no event later than ninety (90) days after the Final Closing Date (regardless of whether the maximum number of shares of Preferred Stock shall have been sold), the Company shall, at its sole cost and expense, file a registration statement on the appropriate form with the SEC covering all of the PAW Exercise Shares and such additional shares of Common Stock that may be issued pursuant to the anti-dilution rights contained in the Placement Agent Warrants and as set forth below in this Section 7(a) (collectively, the "Registrable Securities"), time being of the essence. The Company will use its best efforts to have such registration statement declared effective as soon as possible after filing, and shall keep such registration statement current and effective for at least five (5) years from the effective date thereof or until such earlier date as all of the Registrable Securities registered pursuant to such registration statement shall have been sold or otherwise transferred. Notwithstanding anything to the contrary contained herein, if such registration statement shall not be filed with the SEC within ninety (90) days after the Final Closing Date or the Registration Statement shall not be declared effective within one hundred eighty (180) days after the Final Closing Date (regardless of whether the maximum number of shares of Preferred Stock shall have been sold), then the exercise price for the Placement Agent Warrants shall be reduced (and concomitantly the number of shares of Common Stock issuable upon the exercise of the Placement Agent Warrants shall increase) by the percentage resulting from multiplying 2% by the number of thirty (30) day periods, or any part thereof, beyond said ninety (90) day or one hundred eighty (180) day period, as applicable, until the initial registration statement described herein covering the Registrable Securities is filed or declared effective, as applicable, but in no event shall the exercise price be reduced by more than 24%.

Registration Rights and “Piggy-Back” Registration Rights. (a) As soon as possible after the Final Closing Date, but in no event later than ninety thirty (9030) days after the Final Closing Date (regardless of whether the maximum number Maximum Amount of shares of Preferred Common Stock shall have been sold), the Company shall, at its sole cost and expense, file a registration statement (as amended or supplemented from time to time, the “Registration Statement”) on the appropriate form under the 1933 Act with the SEC covering all of the PAW Exercise Shares and such additional shares the Warrant Shares (collectively, the “Registrable Securities”) for all holders of Common Stock that may be issued pursuant to the anti-dilution rights contained in Shares and the Placement Agent Warrants and as set forth below in this Section 7(a) (collectively, the "Registrable Securities"“Registered Holders”), time being of the essence. The Company will use its best efforts to have such registration statement the Registration Statement declared effective as soon as possible after filingeffective, and shall to keep such registration statement current and effective for at least five the Registration Statement effective, until the earlier of (5x) three years from after the effective Final Closing Date, (y) the date thereof or until such earlier date as when all of the Registrable Securities registered pursuant to such registration statement shall have been sold or otherwise transferred. Notwithstanding anything (z) the date on which the Registrable Securities may be sold without any restriction pursuant to the contrary contained herein, if such registration statement shall Rule 144. If the Registration Statement is not be filed with the SEC within ninety thirty (9030) days after the Final Closing Date or Date, (i) the Registration Statement shall not be declared effective within one hundred eighty Company will pay to each Investor a cash penalty of two percent (1802%) days after of such Investor’s Purchase Price investment (to the Final Closing Date extent accepted) and (regardless of whether the maximum number of shares of Preferred Stock shall have been sold), then ii) the exercise price for of the Placement Agent Warrants shall will be reduced (and concomitantly and, concomitantly, the aggregate number of shares of Common Stock Warrant Shares issuable upon the exercise of the Placement Agent Warrants shall increase) by the percentage resulting from multiplying two percent (2% by the number of %), in each case for each thirty (30) day periodsperiod, or any part thereof beyond said thirty (30) day period, until the Registration Statement is filed. In addition, if the Registration Statement is not declared effective within 150 days of the filing date, (i) the Company will pay to each Investor a cash penalty of two percent (2%) of such Investor’s Purchase Price (to the extent accepted) for each thirty (30) day period, or any part thereof, beyond said ninety (90) day or one hundred eighty (180) such 150 day period, as applicable, until the initial registration statement described herein covering the Registrable Securities Registration Statement is filed or declared effective. The maximum cash payments to each Investor pursuant to these provisions is thirty-six percent (36%) of such Investor’s Purchase Price (to the extent accepted), as applicable, but in no event shall the exercise price be reduced by more than 24%case may be.

Registration Rights and “Piggy-Back” Registration Rights. (a) As soon as possible after the Final Closing Date, but in no event later than ninety (90) days after the Final Closing Date (regardless of whether the maximum number of shares of Preferred Stock shall have been sold), the Company shallshall , at its sole cost and expense, use its best efforts to file not later than 60 days after the date hereof (the “Anticipated Filing Date”), and use its best efforts to cause to be declared effective not later than 180 days after the date hereof (the “Anticipated Effective Date”), a registration statement (as amended or supplemented from time to time, the “Registration Statement”) on the any appropriate form with under the SEC 1933 Act covering all of the PAW Exercise Shares, the IW Shares and the PAW Shares (collectively, the “Registrable Securities”) such additional shares as to permit the public resale of Common Stock that may be issued pursuant to the anti-dilution rights contained in Registrable Securities by all holders of the Shares, the Investor Warrants and the Placement Agent Warrants and as set forth below in this Section 7(a) (collectively, the "Registrable Securities"“Registered Holders”), time being of the essence. The In the event the Company will use its best efforts fails to have such registration statement either file the Registration Statement by the Anticipated Filing Date or cause the Registration Statement to be declared effective as soon as possible after filing, and shall keep such registration statement current and effective for at least five (5) years from by the effective date thereof Anticipated Effective Date or until such earlier date as all maintain the effectiveness of the Registrable Securities registered pursuant Registration Statement for the entire Effectiveness Period (as defined below), then (i) the Company shall pay to such registration statement shall have been sold or otherwise transferred. Notwithstanding anything to each Investor, as liquidated damages and not as a penalty, on the contrary contained hereinAnticipated Filing Date, if such registration statement shall not be filed with the SEC within ninety (90) days after the Final Closing Anticipated Effective Date or the date within the Effectiveness Period that the Registration Statement shall not ceases to be effective, as applicable, and each monthly anniversary thereof until the Registration Statement is filed or declared effective within one hundred eighty effective, an amount equal to 2.0% of the aggregate purchase price paid by such Investor for the Units, such amount to be payable, at the election of the Company, either in cash or in Common Stock of the Company valued at the average closing bid price thereof on the OTC Bulletin Board for the ten trading days immediately preceding the date as to which the subject liquidated damages are calculated and (180ii) days after the Final Closing Date (regardless of whether the maximum number of shares of Preferred Stock shall have been sold), then the exercise price for of the Placement Agent Warrants shall will be reduced (and concomitantly and, concomitantly, the aggregate number of shares of Common Stock PAW Shares issuable upon the exercise of the Placement Agent Warrants shall increase) by 2.0%; provided, however, that if as of the percentage resulting from multiplying 2% by Anticipated Effective Date the number of thirty (30) day periods, or any part thereof, beyond said ninety (90) day or one hundred eighty (180) day period, as applicable, until the initial registration statement described herein covering the Registrable Securities is filed or Registration Statement has not yet been declared effective, the Anticipated Effective Date shall be extended for: (1) such periods as applicablethe SEC has under consideration responses of the Company to its comments relative to the Registration Statement, but and (2) such periods, not to exceed 20 days each, following the SEC’s responses to the filing by the Company of pre-effective amendments to the Registration Statement; and provided, further, that the maximum liquidated damages payable by the Company to each Investor, and the maximum reduction in no event shall the exercise price be reduced by more than 24%of the Placement Agent Warrants (and, concomitantly, the maximum increase in the aggregate number of PAW Shares issuable upon the exercise of the Placement Agent Warrants) pursuant to these provisions is 10.0% of such Investor’s Purchase Price or the aggregate exercise price of the Placement Agent Warrants (and, concomitantly, the aggregate number of PAW Shares), as the case may be.