Common use of Registration Statement Requirements Clause in Contracts

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If By 9:30 a.m. New York time on the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of Business Day following the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new each Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphaccordance herewith, the Company shall file additional Registration Statements with the SEC in accordance with this Section 2 until Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such time as all Registrable Securities have been included in Initial Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorStatement.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on a Form S-1, S-1 registration statement (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall 415 for resale and distribution under the 1933 Act on or before the Required Filing Date and use its commercially reasonable best efforts to have such Initial Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later Required Effectiveness Date. The Company will register not less than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by Securities. In the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Securities pro rata, and unless otherwise directed in writing by the Investor as to its Registrable Securities, the number of Registrable Securities and other securities to be registered on such Registration Statement will first be reduced by securities included in such Registration Statement that are not Registrable Securities, second by the Registrable Securities represented by Conversion Shares and third by the Registrable Securities represented by Warrant Shares. Notwithstanding anything to the contrary contained in this Section 2, if the Company receives comments from the SEC with respect to the Registration Statement, and following discussions with and responses to the SEC in which the Company uses its commercially reasonable efforts and time to cause as many Registrable Securities for as many Investors as possible to be included in such Initial the Registration Statement filed pursuant to Section 2 without characterizing any Investor as an underwriter, the Company is unable to cause the inclusion of all Registrable Securities in such Registration Statement, then the Company may, following not less than one (with 1) Trading Day prior written notice to the prior consent Investors, (x) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Investor as to the specific Registrable Securities to be removed therefrom) until such time Securities, in each case as the Staff and SEC may require in order for the SEC shall so permit to allow such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence(collectively, the Staff or “SEC Restrictions”). Unless the SEC does not permit such Registration Statement Restrictions otherwise require, any cut-back imposed pursuant to become effective and this Section 2 shall be used for resales by allocated among the Investor Registrable Securities of the Investors on a delayed or continuous basis pro rata basis. No liquidated damages under Rule 415 at then-prevailing market prices (and not fixed prices) (Section 5 shall accrue on or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Actany Cut Back Shares, and the Required Effectiveness Deadline shall automatically be deemed to have elapsed Date with respect to such additional Registration Statement at including the Cutback Shares will be tolled, until such time as the Staff or Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as Registrable Securities) so that the Company will be required to file with and cause to be declared effective by the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use (if such Registrable Securities cannot at such time be resold by the InvestorInvestors thereof pursuant to Rule 144).

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one Commission a Form S-1 registration statement (the “Registration Statement”) (or more additional Registration Statements so as such other form that it is eligible to cover use) in order to register all of the Registrable Securities not covered for resale and distribution under the 1933 Act on or before the date (the “Required Filing Date”) which is seventy five (75) calendar days after the Closing Date (the actual date of such filing, the “Filing Date”), and use its best efforts to cause the Registration Statement to be declared effective by the Initial Registration Statement, in each case, as soon as practicable date (taking into account any Staff position with respect to date on the “Required Effective Date”) which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event is not later than the applicable Filing Deadline for such additional Registration Statement(s)earlier of (x) one hundred eighty (180) calendar days after the Closing Date or (y) seven (7) business days after oral or written notice to the Company or its counsel from the Commission that it may be declared effective. If The Company will register not less than a number of shares of common stock in the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a aforedescribed Registration Statement filed that is equal to Warrant Shares issuable pursuant to this Agreement as constituting an offering upon exercise of securities the Warrants (assuming, for such purposes, that does not permit the holders of all outstanding Warrants have exercised such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed pricesWarrants in full) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2collectively, the Company is otherwise required by the Staff or the SEC to reduce “Registrable Securities”); provided, however, the number of Registrable Securities included in such Initial Registration Statementshares being registered for each Subscriber may, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior written consent of the Investor as Subscriber (which consent may be conditioned upon, among other things, the Company’s agreement to the specific Registrable Securities to include certain shares in a subsequent registration statement), be removed therefrom) until less than such time as the Staff and the SEC shall so permit such number. The Registration Statement to become effective shall also state that, in accordance with Rules 416 and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 457 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed it also covers such indeterminate number of additional shares of Common Stock as may become issuable with respect to the Registrable Securities to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscribers and not issued, employed or reserved for anyone other than such Subscribers. The Registration Statement at such time as the Staff will immediately be amended or the SEC has made a final and non-appealable determination that the SEC Additional Registration Statements will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities or any other provisions of this Agreement. Except with the SEC promptly thereafter written Consent of the Subscribers, no securities of the Company other than the Registrable Securities will be included in the Registration Statement except that the Registration Statement may include (i) Payment Shares (as defined in Section 11(d) of this Agreement), (ii) the shares issuable upon exercise of Placement Agent Warrants, if any, and (iii) the shares, if any, described on Schedule 11(a) hereto. It shall be so utilizeddeemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission (“Actual Effective Date”) the Company has registered for unrestricted resale on behalf of the Subscribers less than 100% of the outstanding Registrable Securities (assuming, for such purposes at any time prior to the Warrant Expiration Date, that the holders of all outstanding Warrants have exercised such Warrants in full). In the event Any holder of any reduction in Registrable Securities pursuant named as a selling stockholder in the Registration Statement is sometimes referred to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time herein as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investora “Seller”.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Commission a Form S-1, S-1 registration statement (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities as permitted by the SEC Commission (provided that the Company shall use diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall 415 for resale and distribution under the Securities Act on or before the Required Filing Date and use its reasonable best efforts to have such Initial Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later Required Effectiveness Date. The Company will register not less than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by Securities. In the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC Commission to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Securities pro rata, and unless otherwise directed in writing by the Purchaser as to its Registrable Securities, the number of Registrable Securities to be included in registered on such Initial Registration Statement (will first be reduced by Registrable Securities represented by Conversion Shares and second by Registrable Securities represented by Warrant Shares and third by the Placement Agent Shares and fourth by the Additional Shares. The Registration Statement shall also state that, in accordance with Rules 416 and 457 under the prior consent Securities Act, it also covers such indeterminate number of the Investor additional shares of common stock as may become issuable with respect to the specific Registrable Securities to prevent dilution resulting from stock splits, stock dividends or similar transactions. Notwithstanding anything to the contrary contained in this Section 2, if the Company receives comments from the Commission with respect to the Registration Statement, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities for as many Purchasers as possible to be removed therefromincluded in the Registration Statement filed pursuant to Section 2 without characterizing any Purchaser as an underwriter, the Company is unable to cause the inclusion of all Registrable Securities in such Registration Statement, then the Company may, following not less than three (3) Trading Days prior written notice to the Purchasers, (x) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Purchaser as an underwriter without such Purchaser’s prior written consent (collectively, the “Commission Restrictions”). Unless the Commission Restrictions otherwise require, any cut-back imposed pursuant to this Section 2 shall be allocated among the Registrable Securities of the Purchasers on a pro rata basis. No liquidated damages under Section 5 shall accrue on or as to any Cut Back Shares, and the required Required Effectiveness Date with respect to such additional Registration Statement including the Cutback Shares will be tolled, until such time as the Staff Company is able to effect the registration of the Cut Back Shares in accordance with any Commission Restrictions (such date, the “Restriction Termination Date”). From and after the SEC Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall so permit such Registration Statement to become effective and again be used as aforesaid. Notwithstanding anything in this Agreement applicable to the contraryCut Back Shares (which, if after giving effect for avoidance of doubt, retain their character as Registrable Securities) so that the Company will be required to the actions referred file with and cause to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become be declared effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of Commission such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use (if such Registrable Securities cannot at such time be resold by the InvestorPurchasers thereof pursuant to Rule 144).

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1S-3, or such other form reasonably acceptable to the InvestorHolder, covering the resale by the Investor Holder of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use reasonably diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Holder. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If By 9:30 a.m. New York time on the staff Business Day following the effective date of each Registration Statement filed in accordance herewith, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company shall not be required to keep such Registration Statements filed in connection herewith effective (and the prospectus contained therein available for use) after the earlier of (i) the date as of which the Holder may sell all of the SEC Registrable Securities required to be covered by such Registration Statement without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the “Staff”need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the SEC seeks to characterize any offering date on which the Holder shall have sold all of the Registrable Securities either pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit or Rule 144 (such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2earlier date, the Company is otherwise required by “Registration Rights Expiration Date”, and such period commencing on the Staff or date hereof and ending on the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentenceRights Expiration Date, the Staff or the SEC does not permit such “Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the InvestorPeriod”), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC Commission a Form S-1 registration statement (the Initial “Registration Statement on Form S-1, Statement”) (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities Shares (as hereinafter defined) as permitted by the SEC Commission (provided that the Company shall use diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable SecuritiesShares) pursuant to Rule 415415 for resale and distribution under the 1933 Act on or before the date which is forty five (45) calendar days after the Final Closing Date, and use its best efforts to cause the Registration Statement to be declared effective. The Company shall use its reasonable best efforts to have such Initial Registration Statement, will register not less than 100% of the Purchased Shares and each other the Warrant Shares in the aforedescribed Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “StaffRegistrable Shares”) or ). In the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities event that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC Commission to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Shares pro rata, and unless otherwise directed in writing by the Subscriber as to its Registrable Shares, the number of Registrable Securities Shares to be included registered on such Registration Statement will first be reduced by Registrable Shares represented by Warrant Shares and second by Registrable Shares represented by Purchased Shares. Notwithstanding anything to the contrary contained in this Section 9, if the Company receives comments on the Registration statement from the Commission, and following discussions with and responses to the Commission, the Company is unable to cause the inclusion of all Registrable Shares in such Initial Registration Statement without characterizing any Subscriber as an underwriter, then the Company may, (with x) remove from the prior consent Registration Statement such Registrable Shares (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Investor as to the specific Registrable Securities to be removed therefrom) until such time Shares, in each case as the Staff and Commission may require in order for the SEC shall so permit Commission to allow such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investoreffective.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC Commission a Form S-1 registration statement (the Initial “Registration Statement on Form S-1, Statement”) (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities (as defined herein) as permitted by the SEC Commission (provided that the Company shall use diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable Securities) pursuant to Rule 415415 for resale and distribution under the 1933 Act on or before the date (the “Required Filing Date”) which is fifteen (15) calendar days after the Closing Date, and use its best efforts to cause the Registration Statement to be declared effective. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other will register in the Registration Statement required the shares of its common stock to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but offered in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all a primary offering of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) Company’s common stock to be filed with the SEC)underwritten by Xxxx Capital Partners, but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC LLC (the “StaffUnderwritten Offering”) or as well as the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales resale by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (Subscriber and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing Other Subscribers of 100% of the Initial Registration Statement with Purchased Shares (collectively, the SEC pursuant to this Section 2, “Registrable Securities”). In the event that the Company is otherwise required by the Staff or the SEC Commission to reduce cut back the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the number of Registrable Securities relating to be included in such Initial the resale pro rata. The Registration Statement (shall also state that, in accordance with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff Rules 416 and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 457 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed it also covers such indeterminate number of additional shares of common stock as may become issuable with respect to such the Registrable Securities to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities relating to the resale shall be reserved and set aside exclusively for the benefit of the Subscriber and the Other Subscribers and not issued, employed or reserved for any other person. The Registration Statement at such time as the Staff will immediately be amended or the SEC has made a final and non-appealable determination that the SEC additional Registration Statements will not permit such Registration Statement to be so utilized immediately filed (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed extent permitted by the Commission) by the Company with the SEC promptly thereafter may be so utilized). In the event of as necessary to register any reduction in Registrable Securities pursuant to this paragraph, that were not filed in the Company shall file additional initial Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorStatement.

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, S-1 covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable Notwithstanding anything to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2foregoing, the Company shall not be required to file an additional Registration Statement for the second $50,000 tranche referenced in the Securities Purchase Agreement; provided, that if the Company is otherwise not able to register the shares of common stock required by to be issued upon conversion of the Staff or convertible note evidencing such second tranche in the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities Investor is not required to be included in such Initial Registration Statement (with the prior consent of the Investor as fund said additional tranche to the specific Registrable Securities to be removed therefrom) until such Company. By 9:30 a.m. New York time as on the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of Business Day following the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new each Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphaccordance herewith, the Company shall file additional Registration Statements with the SEC in accordance with this Section 2 until Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such time as all Registrable Securities have been included in Initial Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorStatement.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one Commission a Form SB-2 registration statement (the "Registration Statement") (or more additional Registration Statements so as such other form that it is eligible to cover use) in order to register all of the Registrable Securities not covered for resale and distribution under the 1933 Act on or before the date (the "Required Filing Date") which is sixty (60) calendar days after the Closing Date (the actual date of such filing, the "Filing Date"), and use its best efforts to cause the Registration Statement to be declared effective by the Initial Registration Statement, in each case, as soon as practicable date (taking into account any Staff position with respect to date on the "Required Effective Date") which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event is not later than the applicable Filing Deadline for such additional Registration Statement(s)earlier of (x) one hundred eighty (180) calendar days after the Closing Date or (y) seven (7) business days after oral or written notice to the Company or its counsel from the Commission that it may be declared effective. If The Company will register not less than a number of shares of common stock in the staff aforedescribed registration statement that is equal to the sum of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed Purchased Shares and Warrant Shares issuable pursuant to this Agreement as constituting an offering upon exercise of securities the Warrants (assuming, for such purposes, that does not permit the holders of all outstanding Warrants have exercised such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed pricesWarrants in full) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2collectively, the Company is otherwise required by the Staff or the SEC to reduce "Registrable Securities"); provided, however, the number of Registrable Securities included in such Initial Registration Statementshares being registered for each Subscriber may, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior written consent of the Investor as Subscriber (which consent may be conditioned upon, among other things, the Company's agreement to the specific Registrable Securities to include certain shares in a subsequent registration statement), be removed therefrom) until less than such time as the Staff and the SEC shall so permit such number. The Registration Statement to become effective shall also state that, in accordance with Rule 416 and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 457 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed it also covers such indeterminate number of additional shares of Common Stock as may become issuable with respect to the Registrable Securities to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscribers and Warrant holders and not issued, employed or reserved for anyone other than such Subscribers and Warrant holders. The Registration Statement at such time as the Staff will immediately be amended or the SEC has made a final and non-appealable determination that the SEC additional registration statements will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities or any other provisions of this Agreement. Except with the SEC promptly thereafter written Consent of the Subscribers, no securities of the Company other than the Registrable Securities will be included in the Registration Statement except that the Registration Statement may include (i) Payment Shares (as defined in Section 11(d) of this Agreement), (ii) the shares issuable upon exercise of Placement Agent Warrants, if any, and (iii) the shares, if any, described on Schedule 11(a) hereto. It shall be so utilizeddeemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission ("Actual Effective Date") the Company has registered for unrestricted resale on behalf of the Subscribers less than 100% of the outstanding Purchased Shares and of the outstanding Warrant Shares (assuming, for such purposes at any time prior to the Warrant Expiration Date, that the holders of all outstanding Warrants have exercised such Warrants in full). In Any holder of Purchased Shares or Warrant Shares named as a selling stockholder in the event of any reduction in Registrable Securities pursuant Registration Statement is sometimes referred to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time herein as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investora "Seller".

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”"STAFF") or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one Commission a Form S-1 registration statement (the “Registration Statement”) (or more additional Registration Statements so as such other form that it is eligible to cover use) in order to register all of the Registrable Securities not covered for resale and distribution under the 1933 Act on or before the date (the “Required Filing Date”) which is sixty (60) calendar days after the Closing Date (the actual date of such filing, the “Filing Date”), and use its best efforts to cause the Registration Statement to be declared effective by the Initial Registration Statement, in each case, as soon as practicable date (taking into account any Staff position with respect to date on the “Required Effective Date”) which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event is not later than the applicable Filing Deadline for such additional Registration Statement(s)earlier of (x) one hundred eighty (180) calendar days after the Closing Date or (y) seven (7) business days after oral or written notice to the Company or its counsel from the Commission that it may be declared effective. If The Company will register not less than a number of shares of common stock in the staff aforedescribed registration statement that is equal to the sum of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed Warrant Shares issuable pursuant to this Agreement as constituting an offering upon exercise of securities the Warrants (assuming, for such purposes, that does not permit the holders of all outstanding Warrants have exercised such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed pricesWarrants in full) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2collectively, the Company is otherwise required by the Staff or the SEC to reduce “Registrable Securities”); provided, however, the number of Registrable Securities included in such Initial Registration Statementshares being registered for each Subscriber may, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior written consent of the Investor as Subscriber (which consent may be conditioned upon, among other things, the Company’s agreement to the specific Registrable Securities to include certain shares in a subsequent registration statement), be removed therefrom) until less than such time as the Staff and the SEC shall so permit such number. The Registration Statement to become effective shall also state that, in accordance with Rules 416 and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 457 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed it also covers such indeterminate number of additional shares of Common Stock as may become issuable with respect to the Registrable Securities to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Warrant holders and not issued, employed or reserved for anyone other than such Warrant holders. The Registration Statement at such time as the Staff will immediately be amended or the SEC has made a final and non-appealable determination that the SEC additional registration statements will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities or any other provisions of this Agreement. Except with the SEC promptly thereafter written Consent of the Subscribers, no securities of the Company other than the Registrable Securities will be included in the Registration Statement except that the Registration Statement may include (i) Payment Shares (as defined in Section 11(d) of this Agreement), (ii) the shares issuable upon exercise of Placement Agent Warrants, if any, and (iii) the shares, if any, described on Schedule 11(a) hereto. It shall be so utilizeddeemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission (“Actual Effective Date”) the Company has registered for unrestricted resale on behalf of the Subscribers less than 100% of the outstanding Warrant Shares (assuming, for such purposes at any time prior to the Warrant Expiration Date, that the holders of all outstanding Warrants have exercised such Warrants in full). In Any holder of Warrant Shares named as a selling stockholder in the event of any reduction in Registrable Securities pursuant Registration Statement is sometimes referred to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time herein as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investora “Seller”.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Commission a Form S-1, S-1 registration statement (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities as permitted by the SEC Commission (provided that the Company shall use diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall 415 for resale and distribution under the Securities Act on or before the Required Filing Date and use its reasonable best efforts to have such Initial Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later Required Effectiveness Date. The Company will register not less than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by Securities. In the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC Commission to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Securities pro rata , and unless otherwise directed in writing by the Purchaser as to its Registrable Securities, the number of Registrable Securities to be included in registered on such Initial Registration Statement (will first be reduced by Registrable Securities represented by Conversion Shares and second by Registrable Securities represented by Warrant Shares and third by the Placement Agent Shares and fourth by the Additional Shares. The Registration Statement shall also state that, in accordance with Rules 416 and 457 under the prior consent Securities Act, it also covers such indeterminate number of the Investor additional shares of common stock as may become issuable with respect to the specific Registrable Securities to prevent dilution resulting from stock splits, stock dividends or similar transactions. Notwithstanding anything to the contrary contained in this Section 2, if the Company receives comments from the Commission with respect to the Registration Statement, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities for as many Purchasers as possible to be removed therefromincluded in the Registration Statement filed pursuant to Section 2 without characterizing any Purchaser as an underwriter, the Company is unable to cause the inclusion of all Registrable Securities in such Registration Statement, then the Company may, following not less than three (3) Trading Days prior written notice to the Purchasers, (x) remove from the Registration Statement such Registrable Securities (the “ Cut Back Shares ”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided , that in no event may the Company name any Purchaser as an underwriter without such Purchaser’s prior written consent (collectively, the “ Commission Restrictions ”). Unless the Commission Restrictions otherwise require, any cut-back imposed pursuant to this Section 2 shall be allocated among the Registrable Securities of the Purchasers on a pro rata basis. No liquidated damages under Section 5 shall accrue on or as to any Cut Back Shares, and the required Required Effectiveness Date with respect to such additional Registration Statement including the Cutback Shares will be tolled, until such time as the Staff Company is able to effect the registration of the Cut Back Shares in accordance with any Commission Restrictions (such date, the “ Restriction Termination Date ”). From and after the SEC Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall so permit such Registration Statement to become effective and again be used as aforesaid. Notwithstanding anything in this Agreement applicable to the contraryCut Back Shares (which, if after giving effect for avoidance of doubt, retain their character as Registrable Securities) so that the Company will be required to the actions referred file with and cause to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become be declared effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of Commission such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use (if such Registrable Securities cannot at such time be resold by the InvestorPurchasers thereof pursuant to Rule 144).

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use reasonably diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities or the Other Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If By 9:30 a.m. New York time on the staff Business Day following the effective date of each Registration Statement filed in accordance herewith, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company shall not be required to keep such Registration Statements filed in connection herewith effective (and the prospectus contained therein available for use) after the earlier of (i) the date as of which the Investor may sell all of the SEC Registrable Securities required to be covered by such Registration Statement without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the “Staff”need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the SEC seeks to characterize any offering date on which the Investor shall have sold all of the Registrable Securities either pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit or Rule 144 (such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2earlier date, the Company is otherwise required by “Registration Rights Expiration Date”, and such period commencing on the Staff or date hereof and ending on the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentenceRights Expiration Date, the Staff or the SEC does not permit such “Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the InvestorPeriod”), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC Commission a Form S-1 registration statement (the Initial “Registration Statement on Form S-1, Statement”) (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities Shares as permitted by the SEC Commission (provided that the Company shall use diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable SecuritiesShares) pursuant to Rule 415. The Company shall 415 under the 1933 Act on or before the date (the “Required Filing Date”) which is thirty (30) calendar days after the Closing Date, and use its reasonable best efforts to have such Initial Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “StaffRequired Effective Date”) or which is not later than one hundred eighty (180) calendar days after the SEC seeks to characterize any offering pursuant to a Closing Date. The Company will register not less than 100% of the Purchased Shares and the Warrant Shares in the aforedescribed Registration Statement filed pursuant to this Agreement as constituting an offering of securities (the “Registrable Shares”). In the event that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC Commission to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Shares pro rata, and unless otherwise directed in writing by the Subscriber as to its Registrable Shares, the number of Registrable Securities Shares to be registered on such Registration Statement will first be reduced by Registrable Shares represented by Warrant Shares and second by Registrable Shares represented by Purchased Shares. Notwithstanding anything to the contrary contained in this Section 8, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Shares for as many Subscribers as possible to be included in such Initial the Registration Statement filed pursuant to Section 8(a) without characterizing any Subscriber as an underwriter, the Company is unable to cause the inclusion of all Registrable Shares in such Registration Statement, then the Company may, following not less than three (with 3) Trading Days prior written notice to the prior consent Subscribers, (x) remove from the Registration Statement such Registrable Shares (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Investor Registrable Shares, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Subscriber as an underwriter without such Subscriber’s prior written consent (collectively, the “Commission Restrictions”). Unless the Commission Restrictions otherwise require, any cut-back imposed pursuant to this Section 8(a) shall be allocated among the Registrable Shares of the Subscribers on a pro rata basis. No liquidated damages under Section 8(d) shall accrue on or as to any Cut Back Shares, and the specific Registrable Securities to required Commission Effectiveness Date for such additional Registration Statement including the Cutback Shares will be removed therefrom) tolled, until such time as the Staff Company is able to effect the registration of the Cut Back Shares in accordance with any Commission Restrictions (such date, the “Restriction Termination Date”). From and after the SEC Restriction Termination Date, all provisions of this Section 8 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall so permit such Registration Statement to become effective and again be used as aforesaid. Notwithstanding anything in this Agreement applicable to the contraryCut Back Shares (which, if after giving effect for avoidance of doubt, retain their character as “Registrable Shares”) so that the Company will be required to the actions referred file with and cause to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become be declared effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of Commission such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Shares (if such Registrable Shares cannot at such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use be resold by the InvestorSubscribers thereof pursuant to Rule 144).

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all 24,602,792 of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”"STAFF") or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, S-1 covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. Except for the securities held by the parties forth on Schedule A hereto, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If By 9:30 a.m. New York time on the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of Business Day following the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new each Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphaccordance herewith, the Company shall file additional Registration Statements with the SEC in accordance with this Section 2 until Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such time as all Registrable Securities have been included in Initial Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorStatement.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC Commission a Form S-1 registration statement (the Initial “Registration Statement on Form S-1, Statement”) (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities Shares as permitted by the SEC Commission (provided that the Company shall use diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable SecuritiesShares) pursuant to Rule 415. The Company shall 415 for resale and distribution under the 1933 Act on or before the date (the “Required Filing Date”) which is thirty (30) calendar days after the Closing Date, and use its reasonable best efforts to have such Initial Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “StaffRequired Effective Date”) or which is not later than one hundred eighty (180) calendar days after the SEC seeks to characterize any offering pursuant to a Closing Date. The Company will register not less than 100% of the Purchased Shares and the Warrant Shares in the aforedescribed Registration Statement filed pursuant to this Agreement as constituting an offering of securities (the “Registrable Shares”). In the event that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC Commission to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Shares pro rata, and unless otherwise directed in writing by the Subscriber as to its Registrable Shares, the number of Registrable Securities Shares to be registered on such Registration Statement will first be reduced by Registrable Shares represented by Warrant Shares and second by Registrable Shares represented by Purchased Shares. Notwithstanding anything to the contrary contained in this Section 8, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Shares for as many Subscribers as possible to be included in such Initial the Registration Statement filed pursuant to Section 8(a) without characterizing any Subscriber as an underwriter, the Company is unable to cause the inclusion of all Registrable Shares in such Registration Statement, then the Company may, following not less than three (with 3) Trading Days prior written notice to the prior consent Subscribers, (x) remove from the Registration Statement such Registrable Shares (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Investor Registrable Shares, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Subscriber as an underwriter without such Subscriber’s prior written consent (collectively, the “Commission Restrictions”). Unless the Commission Restrictions otherwise require, any cut-back imposed pursuant to this Section 8(a) shall be allocated among the Registrable Shares of the Subscribers on a pro rata basis. No liquidated damages under Section 8(d) shall accrue on or as to any Cut Back Shares, and the specific Registrable Securities to required Commission Effectiveness Date for such additional Registration Statement including the Cutback Shares will be removed therefrom) tolled, until such time as the Staff Company is able to effect the registration of the Cut Back Shares in accordance with any Commission Restrictions (such date, the “Restriction Termination Date”). From and after the SEC Restriction Termination Date, all provisions of this Section 8 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall so permit such Registration Statement to become effective and again be used as aforesaid. Notwithstanding anything in this Agreement applicable to the contraryCut Back Shares (which, if after giving effect for avoidance of doubt, retain their character as “Registrable Shares”) so that the Company will be required to the actions referred file with and cause to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become be declared effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of Commission such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Shares (if such Registrable Shares cannot at such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use be resold by the InvestorSubscribers thereof pursuant to Rule 144).

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3, or, if the Company is not eligible to use Form S-3, on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If By 9:30 a.m. New York time on the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of Business Day following the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new each Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphaccordance herewith, the Company shall file additional Registration Statements with the SEC in accordance with this Section 2 until Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such time as all Registrable Securities have been included in Initial Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorStatement.

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities ; provided, however, that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of be required to file more than one additional Registration Statement in any 12 month period. By 9:30 a.m. New York time on the Business Day following the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new each Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphaccordance herewith, the Company shall file additional Registration Statements with the SEC in accordance with this Section 2 until Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such time as all Registrable Securities have been included in Initial Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.Statement

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one Commission a Form SB-2 registration statement (the "Registration Statement") (or more additional Registration Statements so as such other form that it is eligible to cover use) in order to register all of the Registrable Securities not covered for resale and distribution under the 1933 Act on or before the date (the "Required Filing Date") which is forty-five (45) calendar days after the Closing Date (the actual date of such filing, the "Filing Date"), and use its best efforts to cause the Registration Statement to be declared effective by the Initial Registration Statement, in each case, as soon as practicable date (taking into account any Staff position with respect to date on the "Required Effective Date") which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event is not later than the applicable Filing Deadline for such additional Registration Statement(s)earlier of (x) one hundred twenty (120) calendar days after the Closing Date or (y) seven (7) business days after oral or written notice to the Company or its counsel from the Commission that it may be declared effective. If The Company will register not less than a number of shares of common stock in the staff aforedescribed registration statement that is equal to the sum of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed Purchased Shares and Warrant Shares issuable pursuant to this Agreement as constituting an offering upon exercise of securities the Warrants (assuming, for such purposes, that does not permit the holders of all outstanding Warrants have exercised such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed pricesWarrants in full) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2collectively, the Company is otherwise required by the Staff or the SEC to reduce "Registrable Securities"); provided, however, the number of Registrable Securities included in such Initial Registration Statementshares being registered for each Subscriber may, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior written consent of the Investor as Subscriber (which consent may be conditioned upon, among other things, the Company's agreement to the specific Registrable Securities to include certain shares in a subsequent registration statement), be removed therefrom) until less than such time as the Staff and the SEC shall so permit such number. The Registration Statement to become effective shall also state that, in accordance with Rule 416 and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 457 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed it also covers such indeterminate number of additional shares of Common Stock as may become issuable with respect to the Registrable Securities to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscribers and Warrant holders and not issued, employed or reserved for anyone other than such Subscribers and Warrant holders. The Registration Statement at such time as the Staff will immediately be amended or the SEC has made a final and non-appealable determination that the SEC additional registration statements will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement immediately filed by the Company as necessary to register additional shares of Common Stock to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities or any other provisions of this Agreement. Except with the SEC promptly thereafter written Consent of the Subscribers, no securities of the Company other than the Registrable Securities will be included in the Registration Statement except that the Registration Statement may include (i) Payment Shares (as defined in Section 11(d) of this Agreement), (ii) the shares issuable upon exercise of Placement Agent Warrants, if any, and (iii) the shares, if any, described on Schedule 11(a) hereto. It shall be so utilizeddeemed a Non-Registration Event if at any time after the date the Registration Statement is declared effective by the Commission ("Actual Effective Date") the Company has registered for unrestricted resale on behalf of the Subscribers fewer than 100% of the outstanding Purchased Shares and of the outstanding Warrant Shares (assuming, for such purposes at any time prior to the Warrant Expiration Date, that the holders of all outstanding Warrants have exercised such Warrants in full). In Any holder of Purchased Shares or Warrant Shares named as a selling stockholder in the event of any reduction in Registrable Securities pursuant Registration Statement is sometimes referred to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time herein as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investora "Seller".

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.. By 9:30 a.m. New York time on the Business Day following the effective date of each Registration Statement filed in accordance herewith, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC Commission a Form S-1 registration statement (the Initial “Registration Statement on Form S-1, Statement”) (or such other similar registration form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities Shares (as defined below) as permitted by the SEC Commission (provided that the Company shall use diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable SecuritiesShares) pursuant to Rule 415415 for resale and distribution under the Securities Act within thirty (30) calendar days following the Final Closing Date (the “Required Filing Date”), and use its best efforts to cause the Registration Statement to be declared effective upon the earlier of (x) one hundred eighty (180) calendar days after the Final Closing Date, or (y) three (3) business days after oral or written notice to the Company or its counsel from the Commission that it may be declared effective (the “Required Effective Date”). The Company shall use its reasonable best efforts to will register not less than 100% of the shares of common stock that are issuable or that have such Initial Registration Statement, and each other been issued upon conversion of the Purchased Shares in the aforedescribed Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “StaffRegistrable Shares”) or ); provided, however, that in the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities event that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC Commission to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Shares pro rata among the Subscribers included in the Registration Statement, unless otherwise directed in writing by a Subscriber as to its Registrable Shares. The Registration Statement shall also state that, in accordance with Rules 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of common stock as may become issuable with respect to the Registrable Securities Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. Notwithstanding anything to the contrary contained in this Section 9, if the Company receives comments from the Commission, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Shares for as many Subscribers as possible to be included in such Initial the Registration Statement filed pursuant to Section 9(a) without characterizing any Subscriber as an underwriter, the Company is unable to cause the inclusion of all Registrable Shares in such Registration Statement, then the Company may, following not less than three (with 3) business days prior written notice to the prior consent Subscribers, (x) remove from the Registration Statement such Registrable Shares (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Investor Registrable Shares, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Subscriber as an underwriter without such Subscriber’s prior written consent (collectively, the “Commission Restrictions”). Unless the Commission Restrictions otherwise require, any cut-back imposed pursuant to this Section 9(a) shall be allocated among the Registrable Shares of the Subscribers on a pro rata basis. No Liquidated Damages under Section 9(d) shall accrue on or as to any Cut Back Shares, and the specific Registrable Securities to required Commission Effectiveness Date for such additional Registration Statement including the Cutback Shares will be removed therefrom) tolled, until such time as the Staff Company is able to effect the registration of the Cut Back Shares in accordance with any Commission Restrictions (such date, the “Restriction Termination Date”). From and after the SEC Restriction Termination Date, all provisions of this Section 9 (including, without limitation, the Liquidated Damages provisions, subject to tolling as provided above) shall so permit such Registration Statement to become effective and again be used as aforesaid. Notwithstanding anything in this Agreement applicable to the contraryCut Back Shares (which, if after giving effect for avoidance of doubt, retain their character as “Registrable Shares”) so that the Company will be required to the actions referred file with and cause to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become be declared effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of Commission such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorShares.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on a Form S-1, S-3 registration statement (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall 415 for resale and distribution under the 1933 Act on or before the Required Filing Date and use its commercially reasonable best efforts to have such Initial Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later Required Effectiveness Date. The Company will register not less than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by Securities. In the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Securities pro rata, and unless otherwise directed in writing by the Investor as to its Registrable Securities, the number of Registrable Securities and other securities to be registered on such Registration Statement will first be reduced by securities included in such Registration Statement that are not Registrable Securities, second by the Registrable Securities represented by Conversion Shares and third by the Registrable Securities represented by Warrant Shares. Notwithstanding anything to the contrary contained in this Section 2, if the Company receives comments from the SEC with respect to the Registration Statement, and following discussions with and responses to the SEC in which the Company uses its commercially reasonable efforts and time to cause as many Registrable Securities for as many Investors as possible to be included in such Initial the Registration Statement filed pursuant to Section 2 without characterizing any Investor as an underwriter, the Company is unable to cause the inclusion of all Registrable Securities in such Registration Statement, then the Company may, following not less than one (with 1) Trading Day prior written notice to the prior consent Investors, (x) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Investor as to the specific Registrable Securities to be removed therefrom) until such time Securities, in each case as the Staff and SEC may require in order for the SEC shall so permit to allow such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence(collectively, the Staff or “SEC Restrictions”). Unless the SEC does not permit such Registration Statement Restrictions otherwise require, any cut-back imposed pursuant to become effective and this Section 2 shall be used for resales by allocated among the Investor Registrable Securities of the Investors on a delayed or continuous basis pro rata basis. No liquidated damages under Rule 415 at then-prevailing market prices (and not fixed prices) (Section 5 shall accrue on or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Actany Cut Back Shares, and the Required Effectiveness Deadline shall automatically be deemed to have elapsed Date with respect to such additional Registration Statement at including the Cutback Shares will be tolled, until such time as the Staff or Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 2 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as Registrable Securities) so that the Company will be required to file with and cause to be declared effective by the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities (if such Registrable Securities cannot at such time be resold by the Investors thereof pursuant to Rule 144). The Company may only file an additional Registration Statement under this Section 2 until such time as all Registrable Securities have been included in only if the Initial Registration Statements that have Statement has been declared effective and the prospectus contained therein is available for use by the Investoreffective.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC Commission a Form S-1 registration statement (the Initial “Registration Statement on Form S-1, Statement”) (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities Shares as permitted by the SEC Commission (provided that the Company shall use diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable SecuritiesShares) pursuant to Rule 415. The Company shall 415 for resale and distribution under the 1933 Act on or before the date (the “Required Filing Date”) which is sixty (60) calendar days after the Final Closing Date, and use its reasonable best efforts to have such Initial Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event date (the “Required Effective Date”) which is not later than the applicable Effectiveness Deadlineearlier of (x) one hundred twenty (120) calendar days after the Final Closing Date, or (y) three (3) business days after oral or written notice to the Company or its counsel from the Commission that it may be declared effective. If at any time all Registrable Securities are not covered In the event of a full review of the Registration Statement by the Initial SEC, the Required Effective Date will be extended by thirty (30) days. The Company will register not less than 100% of the Purchased Shares and the Warrant Shares in the aforedescribed Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “StaffRegistrable Shares”) or ). In the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities event that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC Commission to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Shares pro rata, and unless otherwise directed in writing by the Subscriber as to its Registrable Shares, the number of Registrable Securities Shares to be registered on such Registration Statement will first be reduced by Registrable Shares represented by Warrant Shares and second by Registrable Shares represented by Purchased Shares. The Registration Statement shall also state that, in accordance with Rules 416 and 457 under the 1933 Act, it also covers such indeterminate number of additional shares of common stock as may become issuable with respect to the Registrable Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. Notwithstanding anything to the contrary contained in this Section 9, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Shares for as many Subscribers as possible to be included in such Initial the Registration Statement filed pursuant to Section 9(a) without characterizing any Subscriber as an underwriter, the Company is unable to cause the inclusion of all Registrable Shares in such Registration Statement, then the Company may, following not less than three (with 3) Trading Days prior written notice to the prior consent Subscribers, (x) remove from the Registration Statement such Registrable Shares (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Investor Registrable Shares, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Subscriber as an underwriter without such Subscriber’s prior written consent (collectively, the “Commission Restrictions”). Unless the Commission Restrictions otherwise require, any cut-back imposed pursuant to this Section 9(a) shall be allocated among the Registrable Shares of the Subscribers on a pro rata basis. No liquidated damages under Section 9(d) shall accrue on or as to any Cut Back Shares, and the specific Registrable Securities to required Commission Effectiveness Date for such additional Registration Statement including the Cutback Shares will be removed therefrom) tolled, until such time as the Staff Company is able to effect the registration of the Cut Back Shares in accordance with any Commission Restrictions (such date, the “Restriction Termination Date”). From and after the SEC Restriction Termination Date, all provisions of this Section 9 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall so permit such Registration Statement to become effective and again be used as aforesaid. Notwithstanding anything in this Agreement applicable to the contraryCut Back Shares (which, if after giving effect for avoidance of doubt, retain their character as “Registrable Shares”) so that the Company will be required to the actions referred file with and cause to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become be declared effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of Commission such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Shares (if such Registrable Shares cannot at such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use be resold by the InvestorSubscribers thereof pursuant to Rule 144).

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its commercially reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities ; provided, however, that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of be required to file more than one additional Registration Statement in any rolling six (6) month period. By 9:30 a.m. New York time on the business day following the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new each Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphaccordance herewith, the Company shall file additional Registration Statements with the SEC in accordance with this Section 2 until Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. By 9:30 a.m. New York time as all Registrable Securities have been included on the Business Day following the effective date of each Registration Statement filed in accordance herewith, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorStatement.

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If By 9:30 a.m. New York time on the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of Business Day following the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new each Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphaccordance herewith, the Company shall file additional Registration Statements with the SEC in accordance with this Section 2 until Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such time as all Registrable Securities have been included in Initial Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorStatement.

Registration Statement Requirements. The a. If, at any time during the period from and after the Closing Date through and including the six-month anniversary of the Closing Date (such period, the “Filing Period”), there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the SEC Commission a registration statement relating to an offering of any equity securities of the Initial Company for its own account or for the account of one or more Persons other than the Company or any of its Subsidiaries (including any offering to be made on a delayed or continuous basis under Rule 415), other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Buyer a written notice of such determination and, if within fifteen (15) days after the date of the Buyer’s receipt of such notice, the Buyer shall so request in writing, the Company shall include in such Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or any part of such Registrable Securities the Buyer requests to be registered; provided, however, that (i) the Company shall not be required to register any Registrable Securities pursuant to this Section 2 that are the subject of a then effective Registration Statement and (ii) if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Buyer requested inclusion hereunder as permitted by the SEC (underwriter shall reasonably permit, provided that the Company shall use diligent efforts not exclude any Registrable Securities under this clause (ii) unless the Company has first excluded all securities the holders of which are not entitled to advocate inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion in such Registration Statement with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and Following the effective date of each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2in accordance herewith, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of in accordance with Rule 424 under the Registrable Securities not covered by Act the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) final Prospectus to be filed used in connection with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering sales pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.

Registration Statement Requirements. Subject to the next sentence, the Company will register for resale not less than 100% of the Conversion Shares and the Warrant Shares (the “Registrable Shares”). The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC a Form S-1 registration statement (the Initial “Registration Statement on Form S-1, Statement”) (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities Shares as permitted by the SEC (provided that the Company shall use diligent reasonable efforts to advocate with the SEC for the registration of all of the Registrable SecuritiesShares) pursuant to Rule 415 for resale and distribution under the 1933 Act on or before the date (the “Required Filing Date”) which is forty five (45) calendar days after the Closing Date, and use its best efforts to cause the Registration Statement to be declared effective by the date (the “Required Effective Date”) which is not later than (x) one hundred fifty (150) calendar days after the Closing Date, or (y) if the SEC performs a “full review” of the Registration Statement, two hundred and ten (210) calendar days after the Closing Date. In the event that the Company is required by the SEC to cut back the number of shares being registered in the Registration Statement pursuant to Rule 415, then the Company shall reduce each Investor’s Registrable Shares on a pro rata basis based on the total Registrable Shares of all Investors. The Registration Statement shall also state that, in accordance with Rules 416 and 457 under the 1933 Act, it also covers such indeterminate number of additional shares of common stock as may become issuable with respect to the Registrable Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. Notwithstanding anything to the contrary contained in this Section 7.1, if the Company shall use receives comments on the Registration Statement from the SEC (“SEC Comments”), and following discussions with and responses to the SEC in which the Company uses its reasonable best efforts and time to have such Initial Registration Statement, and each other Registration Statement required cause as many Registrable Shares for as many Investors as possible to be filed pursuant to included in the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 27.1(a) without characterizing any Investor as an underwriter, the Company shall file with is unable to cause the SEC one or more additional inclusion of all Registrable Shares in such Registration Statements so as Statement, then the Company may, following not less than three (3) Trading Days prior written notice to cover all the Investors, (x) remove from the Registration Statement such Registrable Shares (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Registrable Securities not covered by the Initial Registration StatementShares, in each case, case as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or may require in order for the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit allow such Registration Statement to become effective (collectively, the “SEC Restrictions”); provided, that in no event may the Company name any Investor as an underwriter without such Investor’s prior written consent and be used for resales provided, further, that unless the SEC Restrictions shall otherwise require, any cut-back imposed by the Investor on a delayed or continuous basis under Rule 415 at SEC shall first consist of Registrable Shares consisting of Conversion Shares, then, if all Conversion Shares have been removed from the Registration Statement, any additional cut-prevailing market prices (back shall be of B Warrant Shares and not fixed prices) (or as otherwise may finally, if all Conversion Shares and B Warrant Shares have been removed from the Registration Statement, any additional cut-back shall be acceptable to the Investor), or if after the filing of the Initial Registration Statement with A Warrant Shares. Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 27.1(a) shall be allocated among the Registrable Shares of the Investors on a pro rata basis. No liquidated damages under Section 7.1(d) shall accrue on or as to any Cut Back Shares, and the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in Effectiveness Date for such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial additional Registration Statement (with including the prior consent of the Investor as to the specific Registrable Securities to Cutback Shares will be removed therefrom) tolled, until such time as the Staff Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all provisions of this Section 7.1 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Shares”) so that the Company will be required to file with and cause to be declared effective by the SEC shall so permit such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Shares (if such Registrable Shares cannot at such time be resold by the Investors thereof pursuant to Rule 144). The Company will offer to a single firm of counsel designated by the Investors ( “Investor’s Counsel”) an opportunity to review and comment on the Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement all amendments and supplements thereto between three and five business days prior to the contraryproposed filing date thereof, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable file any document in a form to which such counsel reasonably objects. Upon the Investor), the Company shall not request acceleration initial filing of the effective date of such Registration Statement, the Company shall promptly (but pay to Investor’s Counsel a fee of $5,000 as reimbursement for services rendered to the Investors in no event later than 48 hours) request connection with the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final all amendments and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investorsupplements thereto.

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1S-3, or or, if the Company is not eligible to use Form S-3, such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If By 9:30 a.m. New York time on the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of Business Day following the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new each Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphaccordance herewith, the Company shall file additional Registration Statements with the SEC in accordance with this Section 2 until Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such time as all Registrable Securities have been included in Initial Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorStatement.

Registration Statement Requirements. (b) (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, S-1 covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be reasonably acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent consent, not to be unreasonably withheld, of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be reasonably acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements as permitted by the Staff or the SEC in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.

Registration Statement Requirements. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC Commission a Form S-1 registration statement (the Initial “Registration Statement on Form S-1, Statement”) (or such other form reasonably acceptable that it is eligible to the Investor, covering the resale by the Investor of use) in order to register all or such portion of the Registrable Securities Shares as permitted by the SEC Commission (provided that the Company shall use diligent efforts to advocate with the SEC Commission for the registration of all of the Registrable SecuritiesShares) pursuant to Rule 415. The Company shall 415 for resale and distribution under the 1933 Act on or before the date (the “Required Filing Date”) which is forty five (45) calendar days after the Final Closing Date, and use its reasonable best efforts to have such Initial Registration Statement, and each other cause the Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event date (the “Required Effective Date”) which is not later than the applicable Effectiveness Deadlineearlier of (x) one hundred twenty (120) calendar days after the Final Closing Date, or (y) three (3) business days after oral or written notice to the Company or its counsel from the Commission that it may be declared effective. If at any time all Registrable Securities are The Company will register not covered by less than 100% of the Initial Purchased Shares and the Warrant Shares in the aforedescribed Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If the staff of the SEC (the “StaffRegistrable Shares”) or ). In the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities event that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC Commission to reduce cutback the number of Registrable Securities included shares being registered in such Initial the Registration StatementStatement pursuant to Rule 415, then the Company shall reduce the Registrable Shares pro rata, and unless otherwise directed in writing by the Subscriber as to its Registrable Shares, the number of Registrable Securities Shares to be registered on such Registration Statement will first be reduced by Registrable Shares represented by Warrant Shares and second by Registrable Shares represented by Purchased Shares. The Registration Statement shall also state that, in accordance with Rules 416 and 457 under the 1933 Act, it also covers such indeterminate number of additional shares of common stock as may become issuable with respect to the Registrable Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions. Notwithstanding anything to the contrary contained in this Section 9, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Shares for as many Subscribers as possible to be included in such Initial the Registration Statement filed pursuant to Section 9(a) without characterizing any Subscriber as an underwriter, the Company is unable to cause the inclusion of all Registrable Shares in such Registration Statement, then the Company may, following not less than three (with 3) Trading Days prior written notice to the prior consent Subscribers, (x) remove from the Registration Statement such Registrable Shares (the “Cut Back Shares”) and/or (y) agree to such restrictions and limitations on the registration and resale of the Investor Registrable Shares, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Subscriber as an underwriter without such Subscriber’s prior written consent (collectively, the “Commission Restrictions”). Unless the Commission Restrictions otherwise require, any cut-back imposed pursuant to this Section 9(a) shall be allocated among the Registrable Shares of the Subscribers on a pro rata basis. No liquidated damages under Section 9(d) shall accrue on or as to any Cut Back Shares, and the specific Registrable Securities to required Commission Effectiveness Date for such additional Registration Statement including the Cutback Shares will be removed therefrom) tolled, until such time as the Staff Company is able to effect the registration of the Cut Back Shares in accordance with any Commission Restrictions (such date, the “Restriction Termination Date”). From and after the SEC Restriction Termination Date, all provisions of this Section 9 (including, without limitation, the liquidated damages provisions, subject to tolling as provided above) shall so permit such Registration Statement to become effective and again be used as aforesaid. Notwithstanding anything in this Agreement applicable to the contraryCut Back Shares (which, if after giving effect for avoidance of doubt, retain their character as “Registrable Shares”) so that the Company will be required to the actions referred file with and cause to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become be declared effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of Commission such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Shares (if such Registrable Shares cannot at such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use be resold by the InvestorSubscribers thereof pursuant to Rule 144).

Registration Statement Requirements. (a) The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 or Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). If By 9:30 a.m. New York time on the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of Business Day following the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new each Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraphaccordance herewith, the Company shall file additional Registration Statements with the SEC in accordance with this Section 2 until Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the InvestorStatement.

Registration Statement Requirements. The (a) On or prior to each Filing Date, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, and file with the SEC the Initial a Registration Statement on Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor of all or such portion of the Registrable Securities as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities) Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 2(d)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the "Plan of Distribution" attached hereto as Exhibit A ; provided , however , that no Holder shall be required to be named as an "underwriter" without such Holder's express prior written consent. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to have such Initial Registration Statement, and each other cause a Registration Statement required filed under this Agreement (including, without limitation, under Section 3(c)) to be filed pursuant to the terms hereof, declared effective by under the SEC Securities Act as soon promptly as practicablepossible after the filing thereof, but in any event no event later than the applicable Effectiveness Deadline. If at any time Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities are not covered by the Initial such Registration Statement filed (i) have been sold, thereunder or pursuant to this Section 2, Rule 144 and without the requirement for the Company shall file to be in compliance with the SEC one current public information requirement under Rule 144, or more additional (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). The Company shall telephonically request effectiveness of a Registration Statements so Statement as to cover all of 5:00 p.m. eastern standard time on a trading day. The Company shall immediately notify the Holders via facsimile or by e-mail of the Registrable Securities not covered by effectiveness of a Registration Statement on the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect to date on which same trading day that the Staff will permit such additional Registration Statement(s) to be filed Company telephonically confirms effectiveness with the SEC), but in no event later than which shall be the applicable Filing Deadline date requested for such additional Registration Statement(s). If the staff effectiveness of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales Statement. The Company shall, by 9:30 a.m. eastern standard time on the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), or if trading day after the filing of the Initial Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made file a final and non-appealable determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration Statement filed by the Company Prospectus with the SEC promptly thereafter may as required by Rule 424. Failure to so notify the Holder within one (1) trading day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be so utilizeddeemed an Event under Section 2(d). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration Statements in accordance with this Section 2 until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.