Common use of Registration Clause in Contracts

Registration. (a) No later than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities that are not then registered on another appropriate form and (ii) undertake an effective Registration Statement for an offering to register the Registrable Securities be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the CommissionS-1. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as reasonably practicable after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, if required, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than The Company will use its reasonable best efforts to effect a registration to permit the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale sale of the Registrable Securities on another appropriate form as described below, and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that pursuant thereto the Company shall maintain will: (a) prepare and file and use its reasonable best efforts to have declared effective by March 31, 1997 by the effectiveness of the Registration Statement then in effect until such time as SEC, a Registration Statement on Form S-3 covering relating to resale of all of the shares of the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall and use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement to remain continuously effective under the Securities Act until for a period which will terminate when all Registrable Securities covered by such Registration Statements, as amended from time to time, have been sold or when the Registrable Securities may be sold under Rule 144(k) under the 1933 Act. If such Registration Statement is not declared effective by the SEC by March 31, 1997 then on the first business day thereafter the Company shall issue to Investor additional shares of Common Stock equal to 2% of the shares of Common Stock previously issued to Investor hereunder. If such Registration Statement has not been declared effective prior to the end of any succeeding month then on the first business day thereafter the Company shall issue to Investor shares of Common Stock equal to 1.5% of the shares of Common Stock previously issued to Investor hereunder. (b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep such Registration Statement effective for the period specified in Section 4.2(a) and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all Registrable Securities; (c) notify the Investor, promptly, and confirm such notice in writing, (i) have when the Prospectus or any supplement or post-effective amendment has been soldfiled, thereunder and, with respect to the Registration Statement or pursuant to Rule 144any post-effective amendment, or when the same has become effective, (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined of any request by the counsel SEC for amendments or supplements to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as or Prospectus or for additional information, (iii) of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or issuance by e-mail the SEC of any stop order suspending the effectiveness of a the Registration Statement on or the same Trading Day initiation of any proceedings for that purpose, and (iv) of the receipt by the Company telephonically confirms effectiveness of any notification with respect to the Commission, which shall be suspension of the date requested qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of such the Registration Statement. The Company shallStatement at the earliest possible moment; (e) furnish to the Investor, without charge, at least one copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all, upon a Investor's request, documents incorporated therein by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required reference and all exhibits thereto (including those incorporated by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(greference).;

Registration. (a) No later than On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of covering the Registrable Securities for an offering to be made on another appropriate form and (ii) undertake a continuous basis pursuant to register Rule 415. The Company shall use good faith efforts to include the Registrable Securities on Form S-3 as soon as such form is available; provided that in the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Company’s Registration Statement on Form S-3 covering S-1 as filed with the Commission on July 25, 2007. If such inclusion is not permitted by the selling security holders thereunder, or is otherwise impractical, then the Registrable Securities has been declared shall be included in the Company’s next succeeding registration statement. The Registration Statement shall be on Form S-1 or SB-2. The Company shall cause such Registration Statement to become effective by the Commissionand remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use its best reasonable commercial efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its best reasonable commercial efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify Notwithstanding anything contained herein to the Holder via facsimile or by e-mail of contrary, in the effectiveness of a Registration Statement on the same Trading Day event that the Company telephonically confirms effectiveness with Commission limits the Commission, which shall amount of Registrable Securities that may be the date requested for effectiveness of such Registration Statement. The Company shall, sold by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such selling security holders in a particular Registration Statement, file a final Prospectus with or the Commission takes the position that the all or a portion of the Registrable Securities cannot be registered, the Company may exclude from such registration statement the minimum number of Registrable Securities on behalf of the Lender as required is necessary to comply with such limitation by the Commission. In such event the Company shall give the Lender prompt notice of the number of the Registrable Securities so excluded. Further, and in addition to the foregoing, the Company will not be liable for payment of any damages or penalties for any delay in registration of the Registrable Securities in the event that such delay is due to the fact that the SEC has limited the amount of Registrable Securities that may be included and sold by selling security holders in the Registration Statement pursuant to Rule 424. Failure to so notify 415 promulgated under the Holders within one (1) Trading Day of such notification of effectiveness 1933 Act or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)any other basis.

Registration. (a) No later than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than On or prior to the Filing Date, Date the Company shall prepare and file with the Commission the Initial a Registration Statement relating covering all Registrable Securities for an offering to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securitiesbe made on a continuous basis pursuant to Rule 415. If The Registration Statement shall be on Form S-3 (except if the Company is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake eligible to register for resale the Registrable Securities on Form S-3 S-3, in which case such registration shall be on Form S-1 or such other appropriate form for which the Company then qualifies or that counsel for the Company shall deem appropriate, which form shall be available for the sale of the Registrable Securities in accordance with the methods of distribution thereof intended by the Holders, which methods shall be communicated in writing as soon as such form is available; provided a plan of distribution in advance to the Company and shall be subject to comments of the staff of the Commission). Such Registration Statement may also include additional shares of Common Stock pursuant to “piggyback” or similar registration rights previously granted by the Company, but only to the extent that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective good faith determines that it is required by the Commission. Subject to the terms of this Agreementsuch “piggy back” or similar rights to include additional shares in such Registration Statement. Notwithstanding anything to the contrary contained herein, the Company shall not be required to register any Registrable Securities, taking into account the nature of the securities and manner of disposition proposed by such Holders, to the extent that the Commission or its staff advises the Company in writing that the Registrable Securities may not be registered for sale as proposed, or objects to such registration in writing, or to the extent that such registration is not allowed by law or applicable regulation. If any Registrable Securities otherwise required to be registered hereunder are not able to be registered pursuant to the prior sentence, then such securities shall not be required to be registered until the later to occur of both(a) such securities becoming registrable (taking into account the nature of securities and the method of distribution proposed) under applicable law, regulation or Commission comment, as applicable, and (b) written notice to the Company requesting such registration. The Company shall use its reasonable best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act Act, except as provided herein, until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144(ii) the date on which all of the Shares are no longer Registrable Securities, or (iiiii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without two years from the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder date hereof (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities (and including, for purposes of this number, any securities which may be issuable upon any stock split, dividend or other distribution or recapitalization provision in the Warrants or in connection with any anti-dilution provisions in the Warrants) for an offering to be made on another appropriate form and a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (ii) undertake unless the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that in accordance herewith) and shall contain (unless otherwise directed by the Holders and except to the extent the Company shall maintain determines that modifications thereto are required under applicable law) substantially the effectiveness "Plan of the Registration Statement then in effect until such time Distribution" attached hereto as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is two years after the date that the Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holder Holders (the “"Effectiveness Period”"). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a the Registration Statement on the same Trading Day day that the Company telephonically confirms receives notification of the effectiveness with from the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. Upon receipt of a written request (athe "Registration Notice") No later than by Purchaser at any time after one year from the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) date of the Registrable Securities. If Form S-3 is not available for initial Closing, Seller shall cause to be filed as soon as practicable a registration statement (a "Shelf Registration Statement") under the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities Act on Form S-3 or any other appropriate form under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the SEC and permitting sales in ordinary course brokerage or dealer transactions not involving an underwritten public offering (and shall register or qualify the shares to be sold in such offering under such other securities or "blue sky" laws as soon required pursuant to this Section 4.1) covering no less than the aggregate number of Option Shares then held by Purchaser (those Option Shares together with any shares of Common Stock or other securities that may subsequently be issued with respect to the Option Shares as such form is available; provided result of a stock split or dividend, reclassification, or combination of shares or any sale, transfer, assignment or other transaction by Seller or Purchaser involving the Option Shares and any securities into which the Option Shares may thereafter be changed as a result of merger, consolidation, or recapitalization or otherwise are referred to as the "Registrable Shares") so that the Company Registrable Shares will be included in an effective registration statement under the Securities Act. Seller shall maintain use its reasonable efforts to cause the effectiveness of the Shelf Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been to be declared effective by the CommissionSEC on or before 90 days following Seller's receipt of the Registration Notice. Subject to the terms of this Agreement, the Company Seller shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best reasonable efforts to keep such the Shelf Registration Statement continuously effective (and to register or qualify the shares to be sold in such offering under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder other securities or "blue sky" laws as required pursuant to Rule 144this Section 4.1) for so long as Purchaser holds any Registrable Shares or until Seller has caused to be delivered to Purchaser an opinion of counsel, or (ii) which counsel shall be reasonably acceptable to Purchaser, stating that the Registrable Shares may be sold without volume or manner-of-sale restrictions by Purchaser pursuant to Rule 144 without regard to any volume limitations and without that Seller has satisfied the requirement informational requirements of Rule 144. Seller shall file any necessary listing applications or amendments to existing applications to cause the Registrable Shares to be listed on the primary exchange or quotation system on which its shares of Common Stock are then listed, if any. Seller will use reasonable efforts to register or qualify the Registrable Shares under such other securities or "blue sky" laws of such jurisdictions as Purchaser may reasonably request and do any and all other acts and things that may be reasonably necessary or advisable to register or qualify for sale in such jurisdictions the Registrable Shares owned by Purchaser; PROVIDED THAT Seller shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) subject itself to taxation in any such jurisdiction, (iii) consent to general service of process in any such jurisdiction, or (iv) provide any undertaking required by such other securities or "blue sky" laws or make any change in its charter or bylaws that the Board of Directors of Seller determines in good faith to be contrary to the best interest of Seller and its stockholders. Notwithstanding the foregoing, if Seller shall furnish to Purchaser a certificate signed by the chief executive officer of Seller stating that in the good faith judgment of the Board of Directors of Seller it would be significantly disadvantageous to Seller and its stockholders for the Company Shelf Registration Statement to be in compliance with the current public information requirement under Rule 144amended or supplemented, as determined by the counsel to the Company pursuant to a written opinion letter to Seller may defer such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness amending or supplementing of a such Shelf Registration Statement as for not more than 45 days and in such event Purchaser shall be required to discontinue disposition of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or any Registrable Shares covered by e-mail of the effectiveness of a such Shelf Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of during such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)period.

Registration. (ai) No later than If and only if the Filing Date, Registration Statement (as defined in the Registration Rights Agreement entered into between the Company shall file with and the Commission the Initial Registration Statement relating to the resale Purchaser as contemplated by the Holders of all (or such other number as the Commission will permitAgreement) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Warrant Shares, the holder of this Warrant shall have the right to include all of the Warrant Shares (the "Registrable Securities on another appropriate form and (iiSecurities") undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that part of any registration of securities filed by the Company shall maintain the effectiveness of the Registration Statement then (other than in effect until such time as connection with a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective transaction contemplated by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)Rule 145(a) to be declared effective promulgated under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144Forms S-4 or S-8) and must be notified in writing of such filing. The holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include holder's Registrable Securities as part of the registration; PROVIDED, HOWEVER, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder of such Registrable Securities, and any other selling stockholders, shall be reduced, such reduction to be applied by excluding (iion a pro rata basis) may Registrable Securities proposed to be sold without volume or manner-of-sale restrictions by the holder of this Warrant and shares proposed to be sold by all other persons. Those Registrable Securities which are not included in an underwritten offering pursuant to Rule 144 the foregoing provisions of this Section (and without all other Registrable Securities held by the requirement selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering, and the Holder will sign any agreement to this effect requested by such underwriter. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement without incurring any liability to be in compliance with the current public information requirement under Rule 144holders of Registrable Securities. Notwithstanding the foregoing, as determined if securities are registered by the counsel to the Company pursuant to a written opinion letter to Section 7.1 of that certain Stock and Warrant Purchase Agreement dated March 20, 1995 between the Company and Chiron Corporation, then Warrant Shares shall be included in such effect, addressed offering and acceptable registration statement only to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail extent that inclusion of the effectiveness Warrant Shares will not reduce the amount of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall securities owned by Chiron Corporation to be the date requested for effectiveness of registered in such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)offering.

Registration. (a) No At any time after a Triggering Event occurs and prior to an Exercise Termination Event, Issuer shall, at the request of Grantee delivered in the written notice of exercise of the Option provided for in Section 2(d), and, with respect to the first demand registration as to which Grantee exercises its demand rights under this Section 8, delivered no later than 90 days following such Triggering Event, as promptly as practicable prepare, file and keep current a shelf registration statement under the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating Securities Act covering any or all shares issued and issuable pursuant to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form Option and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause such registration statement to become effective and remain current in order to permit the sale or other disposition of any shares of Common Stock issued upon total or partial exercise of the Option ("Option Shares") in accordance with any plan of disposition requested by Grantee; provided, however, that Issuer may postpone filing a Registration Statement filed registration statement relating to a registration request by Grantee under this Agreement Section 8 for a period of time (including, without limitation, under Section 3(c)not in excess of 90 days) if in Grantee's judgment such filing would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential. Issuer will use its reasonable best efforts to be declared cause such registration statement first to become effective under the Securities Act within forty-five (45) and then to remain effective for 365 days after the filing thereofday the registration statement first becomes effective or such shorter time as is reasonably appropriate to effect such sales or other dispositions. Grantee shall have the right to demand two such registrations. In connection with any such registration, Issuer and Holder shall provide each other with representations, warranties, indemnities and other agreements customarily given in connection with such registrations. To the extent requested by Holder in connection with such registration, Issuer shall (x) become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating Issuer in any event no later than the applicable Effectiveness Daterespect of representations, warranties, indemnities, contribution and other agreements (in each case reasonably acceptable to Issuer) customarily made by issuers in such underwriting agreements, and shall (y) use its reasonable best efforts to keep take all further actions which shall be reasonably necessary to effect such Registration Statement continuously effective under registration and sale (including participating in road-show presentations and causing to be delivered customary certificates, opinions of counsel and "comfort letters"). Notwithstanding anything to the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been soldcontrary contained herein, thereunder or in no event shall Issuer be obligated to effect more than two registrations pursuant to Rule 144, this Section 8 by reason of the fact that there shall be more than one Grantee as a result of any assignment or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”)division of this Agreement. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of Upon the effectiveness of a Registration Statement on registration statement demanded pursuant to this Section 8, the same Trading Day Holder of the Option Shares that are the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness subject of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on registration may not thereafter require the Trading Day after the Issuer to repurchase such Option Shares so long as such registration statement remains effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)hereby.

Registration. (a) No At any time after a Triggering Event occurs and prior to an Exercise Termination Event, Issuer shall, at the request of Grantee delivered in the written notice of exercise of the Option provided for in Section 2(d), and, with respect to the first demand registration as to which the Grantee exercises its demand rights under this Section 8, delivered no later than 90 days following such Triggering Event, as promptly as practicable, prepare, file and keep current a shelf registration statement under the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating Securities Act covering any or all shares issued and issuable pursuant to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form Option and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause this registration statement to become effective and remain current in order to permit the sale or other disposition of any shares of Common Stock issued upon total or partial exercise of the Option ("Option Shares") in accordance with any plan of disposition reasonably requested by Grantee; provided, however, that Issuer may postpone filing a Registration Statement filed registration statement relating to a registration request by Grantee under this Agreement Section 8 or suspend effectiveness of that registration statement, in each case for a period of time (including, without limitation, under Section 3(c)not in excess of 90 days) to be declared effective under if in Grantee's judgment this filing or continued effectiveness would require the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential. Issuer will use its reasonable best efforts to keep cause such Registration Statement continuously registration statement to remain effective under for a period of 365 days or such shorter time as is reasonably appropriate to effect such sales or other dispositions. Grantee shall have the Securities Act until right to demand two such registrations. In connection with any such registration, Issuer and Holder shall provide each other with representations, warranties, indemnities and other agreements customarily given in connection with such registrations. To the extent reasonably requested by Holder in connection with this registration, Issuer shall (x) become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating Issuer in respect of representations, warranties, indemnities, contribution and other agreements (in each case reasonably acceptable to Issuer) customarily made by issuers in these underwriting agreements, and (y) use its reasonable best efforts to take all Registrable Securities covered by further actions which shall be reasonably necessary to effect such Registration Statement registration and sale (i) have been soldincluding participating in road-show presentations and causing to be delivered customary certificates, thereunder or opinions of counsel and "comfort letters"). Notwithstanding anything to the contrary contained in the Agreement, in no event shall Issuer be obligated to effect more than two registrations pursuant to Rule 144, this Section 8 by reason of the fact that there shall be more than one Grantee as a result of any assignment or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”)division of this Agreement. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of Upon the effectiveness of a Registration Statement on registration statement demanded pursuant to this Section 8, the same Trading Day Holder of the Option Shares that are the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness subject of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on registration may not thereafter require the Trading Day after the effective date of Issuer to repurchase such Registration Statement, file a final Prospectus Option Shares so long as Issuer complies with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event its obligations under this Section 2(g)8.

Registration. (a) No later than At any time prior to or on the Filing fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the Company then-outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the 10% ownership threshold shall not apply to any Holder that is a member of the Parent Group) shall have the right to request that SpinCo file a Registration Statement with the Commission SEC on the Initial Registration Statement relating to the resale by the Holders of appropriate registration form for all (or such other number as the Commission will permit) part of the Registrable Securities. If Form S-3 is not available for Securities held by such Initiating Holder, by delivering a written request thereof to SpinCo specifying the registration number of the resale shares of Registrable Securities hereunder, the Company such Initiating Holder wishes to register (a “Demand Registration”). SpinCo shall (i) register the resale within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities on another appropriate form and Securities, (ii) undertake use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of prepare and file the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofexpeditiously as possible, but in any event no later than the applicable Effectiveness Date, within 30 days of such request and shall (iii) use its reasonable best efforts to keep cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder. SpinCo shall include in such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered with respect to which SpinCo receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement (i) have been soldbe on any appropriate form, thereunder including Form S-4 in the case of an Exchange Offer or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without an S-3 in the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness case of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Shelf Registration Statement, file a final Prospectus with and SpinCo shall effect the Commission as required by Rule 424. Failure to Registration on the form so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)requested.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities that are not then registered on another appropriate form and an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that in accordance herewith, subject to the Company provisions of Section 2(e)) and shall maintain the effectiveness contain (unless otherwise directed by at least 85% in interest of the Registration Statement then in effect until such time Holders) substantially the “Plan of Distribution” attached hereto as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g2(d).

Registration. (a) No later than the On or prior to its applicable Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement. The Registration Statement also shall cover, to the resale by extent allowable under the Holders Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of all (additional shares of Common Stock resulting from stock splits, stock dividends, recapitalizations or such other number as the Commission will permit) of adjustments with respect to the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Each Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject required to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement be filed under this Agreement shall be filed on Form S-3 (includingor if the Company is not then eligible to utilize Form S-3 to register for resale the Registrable Securities, without limitation, under Section 3(c)it shall utilize such other available form appropriate for such purpose) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts contain (except if otherwise required pursuant to keep written comments received from the Commission upon a review of such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been soldStatement, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, other than as determined by the counsel to the Company pursuant to a characterization of any Holder as an underwriter, which shall not occur without such Holder’s written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (consent) the “Effectiveness Period”). Plan of Distribution” substantially in the form attached hereto as Annex A. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately promptly notify the Holder Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shallshall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as practicable but, by 9:30 a.m. Eastern Time in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Trading Business Day after immediately following the effective date Effective Date of such each Registration Statement, the Company shall file a final Prospectus with the Commission as in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required by Rule 424under such Rule). Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event of Default under Section 2(g)6. If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder of Common Stock without the prior written consent of the Holders, which such consent shall not be unreasonably withheld, conditioned or delayed.

Registration. (a) No The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable after the date hereof but in any event not later than 30 days after the date hereof (the “Filing Deadline Date”), the Company shall file with the Commission the Initial a Registration Statement relating for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders (including the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale distribution by Triarc of Registrable Securities hereunder, as a dividend or other distribution to its stockholders) (the Company shall (i“Spin Distribution”)) register the resale of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form and (ii) undertake to register the permitting registration of such Registrable Securities on Form S-3 as soon as for resale by such form is available; provided that Holders, including the Company shall maintain Spin Distribution, in accordance with the effectiveness methods of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective distribution elected by the CommissionHolders and set forth in the Initial Shelf Registration Statement. Subject to the terms of this Agreement, the The Company shall use its best commercially reasonable efforts to cause a the Initial Shelf Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as soon as practicable after the filing thereofFiling Deadline Date and, but in subject to any event no later than the applicable Effectiveness DateDeferral Periods, and shall use its best efforts to keep such the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until all the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date seven (7) days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without including the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail recipients of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness Spin Distribution) in accordance with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)applicable law.

Registration. As soon as possible following the Closing Date (a) No but not later than the Filing Date), the Company shall prepare and file with the Commission the Initial a “shelf” Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale all or such maximum portion of the Registrable Securities on another appropriate form and as permitted by SEC Guidance (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain use diligent efforts to advocate with the effectiveness Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement then in effect until such time as for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject (or if such form is not available to the terms of this Agreement, the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five not later than ninety (4590) days after the Filing Date (including filing thereofwith the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, but in any event no later than whichever is earlier) by the applicable Effectiveness Date, Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (iiy) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without volume or manner-of-sale restrictions any restriction pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter letter, addressed to the Company’s transfer agent to such effect, addressed and acceptable to the Transfer Agent and the affected Holder effect (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time New York City time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to so notify any Registrable Securities unless such Registration Statement lists the Holders within one (1) Trading Day of such notification Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of effectiveness additional shares of Common Stock resulting from stock splits, stock dividends or failure similar transactions with respect to file the Registrable Securities. Notwithstanding the foregoing or any other provision of this Agreement, and subject to the payment of liquidated damages pursuant to Section 7(e), if any SEC Guidance sets forth a final Prospectus limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as foresaid to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Common Stock underlying the Placement Agent Warrants and second by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock that are not Registrable Securities and which shall have been included on such Registration Statement shall be deemed an Event under Section 2(g)reduced by up to 100%.

Registration. Except as provided in this Section 4(b)(i) or in Section 6a(ii), Licensor shall have the sole right to file, prosecute until registration, register, maintain and renew all registrations, applications and reservations of all Source Indicators containing the Marks, which such actions shall be taken at Licensee’s request and expense. Licensor has the sole right to file for any new registrations, applications or reservations of all Source Indicators containing the Marks, but shall not unreasonably refuse, condition or delay to file if requested by Licensee to do so. If Licensor refuses any request by Licensee on such grounds, it shall promptly specify the reasons in sufficient detail to allow Licensee to attempt to cure. Once Licensor has filed for a new registration, application or reservation for the Marks, it shall cause Licensee to be kept apprised of all future required submissions and responses to prosecute, maintain and renew same. Subject to Licensor promptly keeping Licensee apprised of any response and submission deadlines, Licensee shall provide Licensor with reasonable advance notice of any responses or submissions it wishes for Licensor to take in this regard, and Licensor shall not unreasonably refuse, condition or delay to take all such actions within a reasonable time after any such notice or allow Licensee to do so in its stead. If (a) No later than the Filing DateLicensee has provided reasonable advance notice in writing, the Company shall file assuming Licensor promptly keeps Licensee apprised of any such response and submission deadline, (b) Licensor unreasonably fails to make any required submission or response to a government agency or registry with the Commission the Initial Registration Statement relating respect to the resale by the Holders prosecution, maintenance or renewal of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available a previously filed application for the registration of the resale of Registrable Securities hereundera Xxxx, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (iic) undertake a government agency or registry deadline is imminent, Licensor hereby provides Licensee with a power of attorney (and Licensor will execute any necessary power of attorney in favor of Licensee) solely to register complete and file the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then submission or response referenced in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c4(b)(i)(b)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and such power of attorney shall use its best efforts not apply to keep any subsequent submissions or responses for such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement Xxxx, unless clauses (ia)-(c) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)apply thereto.

Registration. (a) No later than The Company shall, on or prior to the Filing DateDeadline, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) covering the Registrable Securities (assuming, for such purpose of the number of shares to be registered on such Initial Registration Statement, that the Notes are converted in full at the Conversion Price (as defined in the Notes) in effect on the Trading Day immediately prior to the date the Initial Registration Statement relating to is initially filed with the resale by the Holders of all (or Commission) or, if less, such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunderequal to 1/3 of the non-Affiliate public float of the Common Stock of the Company, for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (except if the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionaccordance herewith). Subject to the terms of this Agreement, the The Company shall use its best commercially reasonable efforts to cause a the Initial Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any no event no later than the applicable Effectiveness DateDeadline, and shall use its best efforts to keep such Registration Statement remain effective continuously effective under throughout the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately promptly notify the Holder Holders via facsimile or by e-electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement on within one (1) business day of the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration StatementEffective Date. The Company shall, by 9:30 a.m. Eastern Time New York City time on the Trading Day first business day after the effective date of such Registration StatementEffective Date, file a final Prospectus with the Commission Commission, as required by Rule 424424(b) of the Securities Act. Failure Notwithstanding the registration obligations set forth in this Article 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a single registration statement, the Company agrees to so notify promptly (i) inform each of the Holders within one thereof, (1ii) Trading Day of such notification of effectiveness or failure use its best efforts to file amendments to the Registration Statement as required by the Commission and/or (iii) withdraw the Registration Statement and file a final Prospectus new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as foresaid a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be deemed an Event obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under Section 2(gclauses (ii) or (iii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or Commission guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) No later than the each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable 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. Subject to the provisions of Section 2(d), each Registration Statement filed hereunder shall be on Form F-3 or on another appropriate form in accordance herewith, and shall contain (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness unless otherwise directed by at least 85% in interest of the Registration Statement then in effect until Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the CommissionHolder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness 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 covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed addressed, delivered and acceptable to the Depositary and Transfer Agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement telephonically or by submitting a request for acceleration in accordance with Rule 461 promulgated pursuant to the Securities Act, in either case as of 5:00 p.m. Eastern Time (New York City time) on a Trading Day. The Company shall immediately notify the Holder via facsimile or Holders by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than the Filing Date, the The Company shall file a registration statement with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after for the filing thereofpurpose of registering on or before January 9, but in any event no later than 2009, resale of the applicable Effectiveness DateConversion Shares and Warrant Shares, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) registration statement have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions restriction pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of not be obligated to file a Registration Statement registration statement with respect to any Conversion Shares or Warrant Shares that have been sold or may be sold without restriction pursuant to Rule 144 as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify determined by the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that counsel to the Company telephonically confirms effectiveness pursuant to a written opinion letter to such effect. If: (i) a registration statement is not effective with respect to any Conversion Shares or Warrant Shares the Commission, which shall be Company is obligated to register for resale on or before the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day specified above; or (ii) after the effective date a registration statement ceases for any reason to remain continuously effective for all Conversion Shares and Warrant Shares for which it is required to be effective, or the Holders are not permitted to utilize the prospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of 40 trading days during any 12-month period (which need not be consecutive trading days) (any such Registration Statementfailure or breach being referred to as an “Event”, file and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “Event Date”), then within 10 days following each such Event Date and within 10 days following each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a final Prospectus with penalty, equal to 1.0% of the Commission as aggregate market value on the Event Date of the Conversion Shares or Warrant Shares that are not so registered or cannot be sold under an effective registration statement. The holder of the Securities shall provide to the Company in writing all information reasonably required by Rule 424the Company to comply with its disclosure obligations in the registration statement imposed by the Securities Act and the regulations promulgated thereunder. Failure The failure of the holder of any of the Securities for any reason to so notify provide such information at least five Business Days prior to the Holders within one (1) Trading Day filing of such notification the registration statement covering the Conversion Shares or Warrant Shares shall effect a termination of effectiveness or failure any obligation of the Company to file a final Prospectus as foresaid any registration statement pertaining to the Securities and the Company shall be deemed an Event under Section 2(g)have no liability to such holder with respect to the liquidated damages stated above.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of all Registrable Securities hereunder, not already covered by an existing and effective Registration Statement to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake is not then eligible to register for resale the Registrable Securities on Form S-3 S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Annex A. The Company shall use its reasonable best efforts to cause a each Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofas soon as possible but, but in any event event, no later than the applicable Effectiveness DateDate for such Registration Statement, and shall shall, subject Section 7(d) hereof, use its reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that is three years after the Closing Date and (ii) the date on which all Registrable Securities covered by securities under such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company ceased to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Registrable Securities (the “Effectiveness Period”). The Notwithstanding the foregoing, the Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of be entitled to suspend the effectiveness of a the Registration Statement on at any time prior to the same expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Day Days or an aggregate of 50 Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that the Company telephonically confirms effectiveness with the Commissionshall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which shall be the date requested are not registered for effectiveness of such resale pursuant to a pre-existing Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No As soon as practicable after the issuance of any Warrant Shares, but in no event later than fifteen (15) calendar days after the Filing Datedate of such issuance, the Company Amicus shall prepare and file with the Commission SEC, and cause to be declared automatically and immediately effective at the Initial time of such filing, one or more Registration Statement relating to Statements covering the resale by the Holders of all (all, or such other number portion as permitted by SEC Guidance (provided that, Amicus shall use commercially reasonable efforts to advocate with the Commission will permit) of the Registrable Securities. If Form S-3 is not available SEC for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale maximum number of the Registrable Securities on another appropriate form and (ii) undertake to register permitted by SEC Guidance), of the Registrable Securities; provided, that, if Amicus is not a “well known seasoned issuer” within the meaning of Rule 405 under the Securities on Form S-3 as soon as such form Act or is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject otherwise not eligible to the terms of this Agreementfile an automatic shelf registration statement, the Company Amicus shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement to be declared effective (including, without limitation, under Section 3(c)the execution of any required undertaking to file post-effective amendments) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such date which is ninety (90) days thereafter. Each Registration Statement continuously effective shall be (x) on Form S-3 (except if Amicus fails to meet one or more of the registrant requirements specified in General Instruction I.A. on Form S-3, such registration shall be on another appropriate form in accordance herewith that allows for the Registrable Securities covered thereby to be registered on a delayed and continuous basis) or (y) pursuant to Rule 424(b) under the Securities Act, a prospectus supplement that shall be deemed to be part of an existing “shelf” registration statement in accordance with Rule 430B under the Securities Act until and shall permit a delayed or continuous offering. Amicus shall cause all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance listed on NASDAQ and to comply with the current public information requirement under Rule 144listing requirements of NASDAQ, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)including all corporate governance requirements.

Registration. Subject to the terms and conditions of this Agreement, on or prior to the date that is eighteen (a18) No later than months after the Filing Closing Date, the Company shall prepare and file with the Commission the Initial SEC a Shelf Registration Statement relating to the resale by the Holders of (defined below) covering all Registrable Securities (or such other number as otherwise designate an existing Shelf Registration Statement filed with the Commission will permit) of SEC to cover the Registrable Securities. If Form S-3 is not available for ), and, to the registration of extent the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Shelf Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has not theretofore been declared effective by the Commission. Subject to the terms of this Agreementor is not automatically effective upon such filing, the Company shall use its reasonable best efforts to cause a such Shelf Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared or become effective under the Securities Act within forty-five not later than sixty (4560) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, date such Shelf Registration Statements is filed and shall use its best efforts to keep such Shelf Registration Statement continuously effective under and in compliance with the Securities Act until all and usable for resale of such Registrable Securities covered for a period from the date of its initial effectiveness until, with respect to a relevant Shareholder or Holder to whom the registration rights conferred by such Registration Statement this Agreement have been transferred in compliance with this Agreement, the earlier to occur of (i) date on which all of the Registrable Securities eligible for resale thereunder have been sold, thereunder or publicly sold pursuant to either the Shelf Registration Statement or a new Shelf Registration Statement if the initial Shelf Registration Statement expires or Rule 144, (ii) the fifth (5th) anniversary of the Closing Date, (iii) the entire amount of Registrable Securities owned by such Shareholder or Holder, in the opinion of counsel to the Company, may be distributed to the public without any limitation as to volume pursuant to paragraph (e) of Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be any successor provision then in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable under the Securities Act, or (iv) the entire amount of Registrable Securities owned by such Shareholder or Holder is transferred by a person who is not permitted to receive the Transfer Agent and the affected Holder transfer of registration rights pursuant to, or as otherwise provided in, Section 2.8 of this Agreement (the “Effectiveness Registration Period”). The If the Company shall telephonically request effectiveness is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of a filing of the Shelf Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify with the Holder via facsimile or by e-mail of the effectiveness of a SEC, such Shelf Registration Statement on the same Trading Day that shall be designated by the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such as an automatic Shelf Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities (other than in the case of the initial Registration Statement to be filed under this Section 2(a), the 2008 Make Good Shares and the 2009 Make Good Shares) not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Filing DateBusiness Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Initial Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement relating to the resale by the Holders of all (whether or not such other number as the Commission will permit) of the Registrable Securitiesfiling is technically required under such Rule). If Form S-3 for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not available for the registration of the resale of all outstanding Registrable Securities hereunderare registered for resale pursuant thereto, then the Company shall (i) prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of the all such unregistered Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) for an offering to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or made on a continuous basis pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)415.

Registration. (a) No later than Prior to the Filing third anniversary of the Donnelley Financial Distribution Date, any Holder(s) of 10% or more of the Company then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided that the 10% ownership threshold shall not apply to any Holder that is a member of the RRD Group) shall have the right to request that Donnelley Financial file a Registration Statement, on behalf of itself or, in the case of RRD, on behalf of the Participating Banks, with the Commission SEC on the Initial Registration Statement relating to the resale by the Holders of appropriate registration form for all (or such other number as the Commission will permit) part of the Registrable Securities. If Form S-3 is not available for Securities held by such Initiating Holder, by delivering a written request thereof to Donnelley Financial specifying the registration number of the resale shares of Registrable Securities hereunder, the Company such Initiating Holder wishes to register (a “Demand Registration”). Donnelley Financial shall (i) register the resale within ten days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities on another appropriate form and Securities, (ii) undertake use commercially reasonable efforts to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of prepare and file the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, expeditiously as possible but in any event no later than the applicable Effectiveness Datewithin 45 days of such request, and shall (iii) use its best commercially reasonable efforts to keep cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder. Donnelley Financial shall include in such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered with respect to which Donnelley Financial receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Donnelley Financial, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered and include the selling security holder information required by Items 507 and 508 of Regulation S-K, as applicable. The Initiating Holder may request that the Registration Statement (i) have been soldbe on any appropriate form, thereunder including Form S-4 in the case of an Exchange Offer or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Shelf Registration Statement, file a final Prospectus with and Donnelley Financial shall effect the Commission as required by Rule 424. Failure to Registration on the form so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)requested.

Registration. (a) No later than the Filing Date, the The Company shall file a registration statement with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after for the filing thereofpurpose of registering on or before January 9, but in any event no later than 2009, resale of the applicable Effectiveness DateConversion Shares and Warrant Shares, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities the Conversion Shares and Warrant Shares covered by such Registration Statement (i) registration statement have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions restriction pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of not be obligated to file a Registration Statement registration statement with respect to any Conversion Shares or Warrant Shares that have been sold or may be sold without restriction pursuant to Rule 144 as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify determined by the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that counsel to the Company telephonically confirms effectiveness pursuant to a written opinion letter to such effect. If: (i) a registration statement is not effective with respect to any Conversion Shares or Warrant Shares the Commission, which shall be Company is obligated to register for resale on or before the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day specified above; or (ii) after the effective date a registration statement ceases for any reason to remain continuously effective for all Conversion Shares and Warrant Shares for which it is required to be effective, or the Holders are not permitted to utilize the prospectus therein to resell such shares for 20 consecutive trading days, but no more than an aggregate of 40 trading days during any 12-month period (which need not be consecutive trading days) (any such Registration Statementfailure or breach being referred to as an “Event”, file and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such 20 or 40 trading day period, as applicable, is exceeded being referred to as “Event Date”), then within 10 days following each such Event Date and within 10 days following each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such monthly anniversary date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a final Prospectus with penalty, equal to 1.0% of the Commission as aggregate market value on the Event Date of the Conversion Shares or Warrant Shares that are not so registered or cannot be sold under an effective registration statement. The holder of the Securities shall provide to the Company in writing all information reasonably required by Rule 424the Company to comply with its disclosure obligations in the registration statement imposed by the Securities Act and the regulations promulgated thereunder. Failure The failure of the holder of any of the Securities for any reason to so notify provide such information at least five Business Days prior to the Holders within one (1) Trading Day filing of such notification the registration statement covering the Conversion Shares or Warrant Shares shall effect a termination of effectiveness or failure any obligation of the Company to file a final Prospectus as foresaid any registration statement pertaining to the Securities and the Company shall be deemed an Event under Section 2(g)have no liability to such holder with respect to the liquidated damages stated above.

Registration. (a) No later than Each time the Filing DateCompany shall propose the registration under the Act of any securities of the Company, the Company shall file with give written notice (the Commission "Company Notice") of such proposed registration to the Initial Holder. The Company will include in any such Registration Statement relating to the resale by the Holders of all any securities (or such other number as the Commission will permitportion thereof) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) any Holder who 15 days after the mailing of such notice shall request inclusion. Each Holder shall be entitled to all the benefits of this Paragraph 11; provided, however, that in the event that the managing underwriter for the proposed offering for which the registration is being effected shall determine that the inclusion of all securities requested to be included by the Holder would adversely affect the ability of the underwriter to sell all of the securities requested to be included in such offering, the Holder shall agree to reduce the number of securities to be included to the number recommended by the underwriter, provided that all Holders of Warrants issued hereunder are similarly treated. Nothing herein contained shall limit the right of the Company to terminate a proposed registration for any reason in its absolute discretion. The Company shall not grant to any holder of its securities rights to include securities in any offering of the type described in this Paragraph 11 which are superior to those of the Holder. The Company will pay the costs and expenses incident to the performance of its obligations under this Paragraph 11, including the fees and expenses of its counsel, the fees and expenses of its accountants and all other costs and expenses incident to the preparation, printing and filing under the Act of any such Registration Statement, each prospectus and all amendments and supplements thereof, but the costs incurred in connection with the qualification of the securities under the laws of various jurisdictions (including fees and disbursements of counsel to the Company), the cost of furnishing to the Holder copies of any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under Statement, each preliminary prospectus, the Securities Act until final prospectus and each amendment and supplement thereto, all Registrable Securities covered expenses incident to delivery of the security to any underwriter or underwriters, but not any underwriting commissions or discounts charged to the Holder. Any Holder whose securities are included (in whole or in part) in a registration statement filed by the Company hereunder agrees, if requested by the managing underwriter of such offering, not to effect any public sale or distribution of securities of the same class as (or securities exchangeable or exercisable for or convertible into securities of the same class as) the securities included in the Registration Statement (i) have been soldStatement, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-including a sale restrictions pursuant to Rule 144 and without under the requirement for Act (except as part of such underwritten registration) during the 90-day period (or shorter period requested by the underwriter) beginning on the closing date of such underwritten offering to the extent timely notified in writing by the Company to be in compliance with or the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”)managing underwriter. The Company shall telephonically request effectiveness agrees not to effect any public or private sale or distribution of securities of the same class as the securities (or convertible into or exchangeable or exercisable for securities of the same class as the securities), including a sale pursuant to Section 4(2) or Regulation D under the Act, during the 90-day period beginning on the closing date of an offering made pursuant to this Paragraph 11 except that in the case of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company "shelf" registration made pursuant to Rule 415 under the Act no public sale or distribution shall immediately notify the Holder via facsimile or be made by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after until 60 days following the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)registration statement covering Holder's securities.

Registration. (a) No later than Prior to the Filing Datesecond anniversary of the Distribution, any Holder(s) of Registrable Securities (collectively, the Company “Initiating Holder”) shall have the right to request that Post file a Registration Statement with the Commission SEC on the Initial Registration Statement relating to the resale by the Holders of appropriate registration form for all (or such other number as the Commission will permit) part of the Registrable Securities. If Form S-3 is not available for Securities held by such Holder, by delivering a written request thereof to Post specifying the registration number of the resale shares of Registrable Securities hereunder, the Company such Holder wishes to register (a “Demand Registration”). Post shall (i) register the resale within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities on another appropriate form and Securities, (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of prepare and file the Registration Statement then as expeditiously as possible use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible but in effect until any event within 45 days of such time as request, subject to extension by the Holder(s) upon Post’s reasonable request, including the justification thereof, and (iii) use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Holder. Post shall include in such Registration all Registrable Securities with respect to which Post receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Post, a request for inclusion in the registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including, without limitation, Form S-4 in the case of an exchange offer of the Retained Shares for outstanding securities of the Initiating Holder (an “Exchange Offer”). For purposes of clarification, Post can satisfy its obligation under this Section 2.01(a) to file a Registration Statement by filing a Registration Statement on Form S-3 covering S-4 or a Shelf Registration Statement, as applicable, and can satisfy its obligation to complete a Demand Registration by filing, if applicable, a Prospectus under an effective Registration Statement that covers (i) the Registrable Securities has been declared effective requested by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) Holders to be declared effective under the Securities Act within forty-five (45registered in accordance with this Section 2.01(a) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined plan of distribution requested by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)participating Holders.

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to covering the resale by the Holders of all (or such other number as the Commission will permit) maximum portion of the Registrable Securities. If Form S-3 is not available Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities in accordance with the SEC Guidance) that are not then registered on another appropriate form and (ii) undertake an effective Registration Statement for an offering to register the Registrable Securities be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the CommissionS-1. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) hereunder to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time New York City time on a Trading Day. The Company shall immediately promptly notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale If upon conversion of Debentures effected by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject Buyer pursuant to the terms of this AgreementAgreement the Company fails to issue certificates for shares of Common Stock issuable upon such conversion (the "Underlying Shares") to the Buyer bearing no restrictive legend for any reason other than (i) the Company's reasonable good faith belief that the representations and warranties made by the Buyer in this Agreement or the Notice of Conversion were untrue when made, or are untrue at the time of question, (ii) failure by the Buyer to comply with the rules of Regulation S, or (iii) if the restricted period under Regulation S is extended, then the Company shall be required, at the request of the Buyer and at the Company's expense, to effect the registration of the Underlying Shares issuable upon conversion of the Debentures under the Act and relevant Blue Sky laws as promptly as is practicable on Form S-3. The Company and the Buyer shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. The Company shall file a registration statement within 60 days of Buyer's demand therefor and shall use its reasonable best efforts to cause such registration statement to become effective as soon as practicable thereafter. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the Securities and Exchange Commission, providing Buyer's counsel with a contemporaneous copy of all written communications from and to the staff of the Securities and Exchange Commission with respect to such registration statement and promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the Securities and Exchange Commission. Once declared effective by the Securities and Exchange Commission, the Company shall use its best efforts cause such registration statement to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared remain effective under until the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement earlier of (i) have been sold, thereunder or pursuant to Rule 144, the sale by the Buyer of all Underlying Shares registered or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day 120 days after the effective date of such Registration Statement, file a final Prospectus registration statement. The foregoing shall not in any way limit Buyer's rights in connection with the Commission as required by Rule 424. Failure Common Stock pursuant to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).Regulation S.

Registration. (a) No later than Prior to the Filing fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the Company then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided that the 10% ownership threshold shall not apply to any Holder that is a member of the Baxter Group) shall have the right to request that Baxalta file a Registration Statement, on behalf of itself or, in the case of the Baxter Group, on behalf of the Participating Banks, with the Commission SEC on the Initial Registration Statement relating to the resale by the Holders of appropriate registration form for all (or such other number as the Commission will permit) part of the Registrable Securities. If Form S-3 is not available for Securities held by such Initiating Holder, by delivering a written request thereof to Baxalta specifying the registration number of the resale shares of Registrable Securities hereunder, the Company such Initiating Holder wishes to register (a “Demand Registration”). Baxalta shall (i) register the resale within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities on another appropriate form and Securities, (ii) undertake use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of prepare and file the Registration Statement then as expeditiously as possible but in effect until any event within 30 days of such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreementrequest, the Company shall and (iii) use its reasonable best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared become effective under in respect of each Demand Registration in accordance with the Securities Act within forty-five (45) days after intended method of distribution set forth in the filing thereof, but written request delivered by the Initiating Holder. Baxalta shall include in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered with respect to which Baxalta receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Baxalta, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement (i) have been soldbe on any appropriate form, thereunder including Form S-4 in the case of an Exchange Offer or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Shelf Registration Statement, file a final Prospectus with and Baxalta shall effect the Commission as required by Rule 424. Failure to Registration on the form so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)requested.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of covering the Registrable SecuritiesSecurities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. If Each Registration Statement shall be on Form S-3 (except if the Company is not available then eligible to register for resale the registration of the resale of Registrable Securities hereunderon Form S-3, the in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake with respect to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then required to be filed in effect until such time as a Registration Statement connection with the Note issued on Form S-3 covering the Registrable initial funding date under the Securities has been declared effective by the Commission. Subject to the terms of this Purchase Agreement, the Company shall Minimum Borrowing Note issued on the initial funding date under the Security Agreement and the Warrants issued on such initial funding date, use its best efforts to cause a such Registration Statement filed under this Agreement to become effective as provided herein; provided that, such Registration Statement shall be required to remain effective as provided herein notwithstanding the use of best efforts by the Company and (includingii) in respect of each other Registration Statement, without limitation, under Section 3(c)) cause each such Registration Statement to become effective and remain effective as provided herein notwithstanding the use of best efforts by the Company. The Company shall use its reasonable commercial efforts to cause each Registration Statement to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its best reasonable commercial efforts to keep such each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the each, an “Effectiveness Period”). The Company shall telephonically request effectiveness of If: (i) any Registration Statement is not filed on or prior to the applicable Filing Date for such Registration Statement; (ii) a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify filed hereunder is not declared effective by the Holder via facsimile or Commission by e-mail of the effectiveness of applicable Effectiveness Date; (iii) after a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness is filed with and declared effective by the Commission, a Discontinuation Event (as hereafter defined) shall occur and be continuing, or such Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period applicable to such Registration Statement (without being succeeded immediately by an additional Registration Statement filed and declared effective), for a period of time which shall be exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date requested for effectiveness of such Registration Statement. The Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shallshall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (ii) the date on which such Event occurs, by 9:30 a.m. Eastern Time or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on the Trading Day after the effective date of which such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one three (13) Trading Day period is exceeded, being referred to as “Event Date”), then as partial relief for the damages to the Purchaser by reason of the occurrence of any such notification Event (which remedy shall not be exclusive of effectiveness any other remedies available at law or failure in equity), the Company shall pay to file a final Prospectus the Purchaser for each day that an Event has occurred and is continuing, an amount in cash equal to one-thirtieth (1/30th) of the product of: (A) the sum of (I) the original principal amount of the Note (as foresaid defined in the Securities Purchase Agreement) plus (II) the then outstanding principal amount of the Minimum Borrowing Note (as defined in the Security Agreement) multiplied by (B) 0.02. While such Event continues, such liquidated damages shall be deemed paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event under has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company. In the event the Company fails to make any payments pursuant to this Section 2(g)2(b) in a timely manner, such payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Registration. (a) No On or prior to its applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on Form S-3 (or if the Company is not then eligible to utilize such form of registration, it shall utilize such other available form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” attached hereto as Annex B. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Filing DateBusiness Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 the Initial final prospectus to be used in connection with sales pursuant to such Registration Statement relating to the resale by the Holders of all (whether or not such other number as the Commission will permit) of the Registrable Securitiesfiling is technically required under such Rule). If Form S-3 for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not available for the registration of the resale of all outstanding Registrable Securities hereunderare registered for resale pursuant thereto, then the Company shall (i) prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of the all such unregistered Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) for an offering to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or made on a continuous basis pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)415.

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register covering the resale of the Registrable Securities for an offering to be made on another appropriate form and a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that in accordance herewith). Not less than ten business days prior to filing of the Registration Statement, the Company shall maintain the effectiveness provide each Holder with a copy of the Registration Statement then in effect until proposed to be filed and shall consider all appropriate comments that are timely provided by such time as a Holder with respect to the Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the CommissionStatement. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (i) all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (ii) subject to the next successive sentence, (A) Hercules, together with any of its affiliates, owns less than 10% of the issued and outstanding Common Stock and (B) the Registrable Securities may be sold without volume or manner-of-sale free of any restrictions pursuant to under Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Upon the Registration Statement ceasing to be effective in connection with clause (ii) of this section, the Company shall telephonically request effectiveness take, at its sole expense, such further action, including the provision of a Registration Statement legal opinion, as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify any Holder may reasonably request from time to time to enable such Holder to sell the Holder via facsimile or by e-mail of Registrable Securities without registration under the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Securities Act.

Registration. (a) No later than the Filing DateA. Magnitude shall, the Company shall file with the Commission the Initial Registration Statement relating without cost or expense to the resale by Investor, file for the Holders registration of all of Investor's Shares and Warrant Shares within ninety (or such other number as 90) days after the Commission will permit) date of the Registrable Securitiesexecution of this Agreement. If Form S-3 is Magnitude has not available filed for the registration of the resale Investor's Shares and Warrant Shares within ninety (90) days after the date of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms execution of this Agreement, Magnitude shall issue an additional forty five thousand (45,000) shares of Common Stock to the Company Investor for each subsequent business day until such filing is made. Once such filing is made, Magnitude shall use its best good faith efforts to cause a Registration Statement filed under this Agreement make the registration effective. If the registration is not effective within ninety (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (4590) days after filing, Magnitude shall issue an additional forty five thousand (45,000) shares of Common Stock to the Investor for each subsequent business day until the registration becomes effective. Subject to filing thereofpost-effective amendments, but in any event no later than the applicable Effectiveness Dateupdating its financial statement disclosures, and Magnitude shall use utilize its best efforts to keep the registration effective until such Registration Statement continuously effective under time as Investor has sold its Shares and Warrant Shares or the Shares and Warrant Shares are eligible to be transferred without restriction pursuant to the provisions of Rule 144(k) which was promulgated by the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or and Exchange Commission pursuant to ss.4(1) of the Act. Magnitude agrees to provide an opinion of counsel within five (5) business days with respect to any sales of the Shares by Investor if such sale is permissible under Rule 144, 144(k). If Magnitude fails to timely provide or (ii) may be sold without volume or manner-of-sale restrictions approve a legal opinion pursuant to Rule 144 this Paragraph "A" of this Article "6" of this Agreement, Magnitude agrees to pay Investor five hundred ($500.00) dollars per day for each day that said opinion or approval is delayed. Magnitude acknowledges that it would be extremely difficult or impracticable to determine Investor's actual damages and without costs resulting from the requirement delay in providing an opinion or approval for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent said sale of securities and the affected Holder (inclusion herein of any such late charges or fees are the “Effectiveness Period”). The Company shall telephonically request effectiveness agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)penalty.

Registration. (a) No later than Prior to the Filing fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the Company then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the 10% ownership threshold shall not apply to any Holder that is a member of the JDSU Group) shall have the right to request that Lumentum file a Registration Statement with the Commission SEC on the Initial Registration Statement relating to the resale by the Holders of appropriate registration form for all (or such other number as the Commission will permit) part of the Registrable Securities. If Form S-3 is not available for Securities held by such Initiating Holder, by delivering a written request thereof to Lumentum specifying the registration number of the resale shares of Registrable Securities hereunder, the Company such Initiating Holder wishes to register (a “Demand Registration”). Lumentum shall (i) register the resale within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities on another appropriate form and Securities, (ii) undertake use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of prepare and file the Registration Statement then as expeditiously as possible but in effect until any event within 30 days of such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreementrequest, the Company shall and (iii) use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared become effective under in respect of each Demand Registration in accordance with the Securities Act within forty-five (45) days after intended method of distribution set forth in the filing thereof, but written request delivered by the Initiating Holder. Lumentum shall include in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered with respect to which Lumentum receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Lumentum, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement (i) have been soldbe on any appropriate form, thereunder including Form S-4 in the case of an Exchange Offer or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Shelf Registration Statement, file a final Prospectus with and Lumentum shall effect the Commission as required by Rule 424. Failure to Registration on the form so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)requested.

Registration. (a) No later than At any time prior to or on the Filing fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the Company then-outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the 10% ownership threshold shall not apply to any Holder that is a member of the Parent Group) shall have the right to request that SpinCo file a Registration Statement with the Commission SEC on the Initial Registration Statement relating to the resale by the Holders of appropriate registration form for all (or such other number as the Commission will permit) part of the Registrable Securities. If Form S-3 is not available for Securities held by such Initiating Holder, by delivering a written request therefor to SpinCo specifying the registration number of the resale shares of Registrable Securities hereunder, the Company such Initiating Holder wishes to register (a “Demand Registration”). SpinCo shall (i) register the resale within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities on another appropriate form and Securities, (ii) undertake use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of prepare and file the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofexpeditiously as possible, but in any event no later than the applicable Effectiveness Date, within 30 days of such request and shall (iii) use its reasonable best efforts to keep cause the Registration Statement to become effective as expeditiously as possible in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder. SpinCo shall include in such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered with respect to which SpinCo receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement (i) have been soldbe on any appropriate form, thereunder including Form S-4 in the case of an Exchange Offer or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without Form S-3 in the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness case of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Shelf Registration Statement, file a final Prospectus with and SpinCo shall effect the Commission as required by Rule 424. Failure to Registration on the form so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)requested.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities that are not then registered on another appropriate form an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 S-3, in which case such registration shall be on another form appropriate for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Annex A. The Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofpromptly but, but in any event event, no later than the applicable Effectiveness DateDate for such Registration Statement, and shall shall, subject to Section 7(d) hereof, use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement the earlier of (i) have been sold, thereunder or pursuant to Rule 144, or the date that is three years after the Closing Date and (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company date on which all securities covered by this Agreement have ceased to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Registrable Securities (the “Effectiveness Period”). The Notwithstanding the foregoing, the Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of be entitled to suspend the effectiveness of a the Registration Statement on at any time prior to the same expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Day Days or an aggregate of 50 Trading Days (which need not be consecutive) in any given 360-day period if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company advising such Holder of the occurrence of any event of the kind described in Section 3(c)(ii)-(v) (a “Shelf Suspension”). The Shelf Suspension shall not contain any material, non-public information of the Company. It is agreed and understood that the Company telephonically confirms effectiveness with the Commissionshall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which shall be the date requested are not registered for effectiveness of such resale pursuant to a pre-existing Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities that are not then registered on another appropriate form and (ii) undertake an effective Registration Statement for an offering to register the Registrable Securities be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 as soon as S-1, unless expressly specified otherwise, or such other Securities Act form is available; provided that available to the Company shall maintain the effectiveness of the Registration Statement then in effect until for such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionfiling. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the first to occur of: (A) the date that is three (3) years from the date the Registration Statement is declared effective by the Commission (the “Cut-Off Date”) and (B) the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144restriction or limitation, as determined by the counsel to the Company pursuant to a written opinion letter which shall be obtained at the Company’s expense, to such effect, addressed addressed, delivered and acceptable to the Transfer Agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities not yet registered that are held by Holders that have complied with the provisions of Section 3(k) prior to such date for an offering to be made on another appropriate form and a continuous basis pursuant to Rule 415. Such Registration Statement required hereunder shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as shall be on another appropriate form herewith). The Registration Statements required hereunder shall contain (except if otherwise directed by Holders owning a Registration Statement on Form S-3 covering majority of the Registrable Securities has been declared effective by outstanding at such time) substantially the Commission. “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the “Effectiveness Period”). The Each Holder acknowledges and agrees that the Company shall telephonically request effectiveness of be permitted to exclude such Holder’s Registrable Securities from a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the if such Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness fails to timely comply with the Commission, which shall be Company’s request for information pursuant to Section 3(k); provided if such Holder provides such information prior to the date requested for effectiveness filing of such Registration Statement. The Statement the Company shall, by 9:30 a.m. Eastern Time shall use commercially reasonable efforts to include such Registrable Securities on the Trading Day after the effective date of such Registration Statement, file a final Prospectus ; provided further that this provision does not otherwise waive the Company’s obligation to register such Registrable Securities pursuant to the terms hereunder upon such Holder providing the Company with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)information.

Registration. On the earlier of (a) No later than 30 days following the Filing first date on which the Partnership becomes eligible to use SEC Form S-3 or (b) the first anniversary of the Closing Date, the Company Partnership shall prepare and file with a registration statement under the Commission Securities Act to permit the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the public resale of Registrable Securities hereunder, then outstanding from time to time as permitted by Rule 415 of the Company shall (i) register the resale Securities Act with respect to all of the Registrable Securities (the “Registration Statement”). The Registration Statement filed pursuant to this Section 2.1 shall be on another such appropriate registration form and (ii) undertake to register of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 of the Securities Act or such other rule as is then applicable. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective on Form S-3 or as soon as such form is available; provided that the Company shall maintain the effectiveness of the practicable after filing. Any Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering shall provide for the Registrable Securities has been declared effective by the Commission. Subject resale pursuant to the terms any method or combination of this Agreementmethods legally available to, and requested by, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in Holders of any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.1 to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until the earlier of (ia) the date on which all Registrable Securities have been soldsold by the Holders, thereunder or (b) the first date all Registrable Securities become eligible for sale pursuant to Rule 144, or (ii144(b)(1) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without under the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Securities Act (the “Effectiveness Period”). The Company shall telephonically request effectiveness Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement as becomes effective, but in any event within two Business Days of 5:00 p.m. Eastern Time on a Trading Day. The Company such date, the Partnership shall immediately notify provide the Holder via facsimile or by e-mail Holders with written notice of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. As soon as possible following the Closing Date (a) No but not later than the Filing DateDeadline), the Company shall prepare and file with the Commission the Initial a “shelf” Registration Statement relating covering all Registrable Securities for a secondary or resale offering to the resale by the Holders of all be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such other number as the Commission will permit) of the Registrable Securities. If Form S-3 form is not available for the registration of the resale of Registrable Securities hereunder, to the Company shall (i) register the resale of the Registrable Securities on another form appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as for such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then registration in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionaccordance herewith). Subject to the terms of this Agreement, the The Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five not later than one hundred (45100) days after the Closing Date (including filing thereofwith the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, but in any event no later than whichever is earlier) by the applicable Effectiveness Date, Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (iiy) the date on which all Registrable Securities may be sold without volume or manner-of-sale restrictions any restriction pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter letter, addressed to the Company’s transfer agent to such effect, addressed and acceptable to the Transfer Agent and the affected Holder effect (the “Effectiveness Period”). The Company shall telephonically request effectiveness Upon the initial filing thereof and upon the filing of a any pre-effective amendment thereto, the Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail cover all of the effectiveness Shares and 115% of a the shares of Common Stock for issuance upon the exercise of the Warrants. If the Commission informs the Company that it will not allow the Registration Statement on to cover at least 115% of the same Trading Day shares of Common Stock for issuance upon the exercise of the Warrants, then the Registration Statement shall cover the highest percentage of such Common Stock that the Company telephonically confirms effectiveness Commission will allow. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Registrable Securities.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of all Registrable Securities hereunder, the Company shall not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement (i) register shall be on Form S-3 (except if the resale of the Registrable Securities on another appropriate form and (ii) undertake Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that for such purpose) and, if the Company shall maintain the effectiveness is a WKSI as of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective Filing Date, shall be an automatic shelf registration statement; and (ii) shall contain (except if otherwise requested by the Commission. Subject Electing Holders or required pursuant to written comments received from the terms Commission upon a review of this Agreement, such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective or otherwise to become effective under the Securities Act within fortyas soon as possible but, in any event, no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the registration rights under this Agreement terminate in accordance with Section 2(b) (the “Effectiveness Period”). In addition, the Company shall, promptly and from time to time, file such additional Registration Statements to cover resales of any Registrable Securities which are not registered for resale pursuant to a pre-five (45) days existing Registration Statement no later than the Filing Date with respect thereto, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as practicable after the filing thereofapplicable Filing Date but, but in any event event, no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until at all Registrable Securities covered by times during the Effectiveness Period. Notwithstanding anything to the contrary in this Section 2(a), upon notice to the Holders, the Company may suspend the use or the effectiveness of the Registration Statement, or extend the time period in which it is required to file the Registration Statement, for up to 30 days in the aggregate, in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company determines that there is a valid business purpose for suspension of the Registration Statement. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to such Registration Statement (i) have been sold, thereunder in connection with any sale or pursuant offer to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”)sell Registrable Securities. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so promptly notify the Holders within one (1) Trading Day of such notification of effectiveness when the Registration Statement may once again be used or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)is effective.

Registration. (a) No later than Prior to the Filing fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the Company then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the 10% ownership threshold shall not apply to any Holder that is a member of the Valero Group) shall have the right to request that Corner Store file a Registration Statement with the Commission SEC on the Initial Registration Statement relating to the resale by the Holders of appropriate registration form for all (or such other number as the Commission will permit) part of the Registrable Securities. If Form S-3 is not available for Securities held by such Initiating Holder, by delivering a written request thereof to Corner Store specifying the registration number of the resale shares of Registrable Securities hereunder, the Company such Initiating Holder wishes to register (a “Demand Registration”). Corner Store shall (i) register the resale within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities on another appropriate form and Securities, (ii) undertake use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of prepare and file the Registration Statement then as expeditiously as possible but in effect until any event within 30 days of such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreementrequest, the Company shall and (iii) use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared become effective under in respect of each Demand Registration in accordance with the Securities Act within forty-five (45) days after intended method of distribution set forth in the filing thereof, but written request delivered by the Initiating Holder. Corner Store shall include in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered with respect to which Corner Store receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Corner Store, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement (i) have been soldbe on any appropriate form, thereunder including Form S-4 in the case of an Exchange Offer or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Shelf Registration Statement, file a final Prospectus with and Corner Store shall effect the Commission as required by Rule 424. Failure to Registration on the form so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)requested.

Registration. The Company shall, as soon as practicable after the date of this Agreement, file with the SEC means one or more registration statements of the Company covering the sale of the Registrable Securities (aas defined below) No later (the “Registration Statement”) covering the maximum number of Commitment Shares, Conversion Shares which may, from time to time, be issued to the Buyer under the Notes and Exercise Shares, which may, from time to time, be issued to Buyer under the Warrants (collectively, the “Registrable Securities”) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Buyer (in any event, no less than the Filing Datenumber of shares of Common Stock equal to the Exchange Cap for Buyers’s resale of the Registrable Securities), including but not limited to under Rule 415 under the 1933 Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall file with give due consideration to all reasonable comments. The Buyer shall furnish all information reasonably requested by the Commission Company for inclusion therein. The Company shall have the Initial Registration Statement relating declared effective by the SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the date hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the 1933 Act and available for the resale by the Holders Buyer of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities covered thereby at all times until the date on another appropriate form and (ii) undertake to register which the Buyer shall have sold all the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder thereby (the “Effectiveness Registration Period”). The Company Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall telephonically request effectiveness not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify becomes stale after the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for initial effectiveness of such Registration Statement. The Statement and (ii) the Buyer still has ownership of any of the Registrable Securities, the Company shall, by 9:30 a.m. Eastern Time on shall immediately file one or more post-effective amendments to facilitate the Trading Day after the effective date SEC’s declaration of effectiveness with respect to such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No The Company shall, as soon as practicable, but in no event later than March 31, 2016 (the “Filing DateDeadline”), the Company shall prepare and file with the Commission the Initial SEC a Registration Statement relating covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form F-3 (or, if Form F-3 is not then available to the Company, on such form of Registration Statement as is then available to effect a registration for resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities). If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the The Company shall use its best efforts (i) to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective by the SEC under the Securities Act within forty-five (45unless it becomes effective automatically upon filing) days as promptly as possible after the filing thereof, but in and shall respond to any event no later than comments received from the applicable Effectiveness DateSEC within ten (10) Business Days, and shall use its best efforts (ii) to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 (the “Effective Period”). Such Registration Statement shall not include any Ordinary Shares or other securities for the account of any other holder without the prior written consent of Investor. Notwithstanding the registration obligations set forth in this Section 8.16, if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) have been soldinform each Holder and use its best efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new Registration Statement (a “New Registration Statement”), thereunder in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form F-3 or pursuant such other form available to Rule 144register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC’s staff (“Commission Guidance”). In the event the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for above, the Company will use its best efforts to be in compliance file with the current public information requirement under Rule 144SEC, as determined promptly as allowed by the counsel SEC or Commission Guidance, one or more Registration Statements on Form F-3 or such other forms available to register for resale those Registrable Securities that were not registered for resale on the Company pursuant to a written opinion letter to such effectRegistration Statement, addressed and acceptable to as amended, or the Transfer Agent and the affected Holder New Registration Statement (the “Effectiveness PeriodAdditional Registration Statements”). The Company shall telephonically request effectiveness For purposes of this Agreement, the filing deadline of a New Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a and an Additional Registration Statement on shall be the same Trading Day tenth (10th) day after the date that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of is allowed to file such New Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Statement or Additional Registration Statement, file a final Prospectus with as applicable, by the SEC or Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Guidance.

Registration. (a) No later than At the Filing written request of the Purchaser, at any time after the Permitted Request Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities that are not then registered on another appropriate form an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as soon as such form is available; Annex A (which may be modified to respond to comments, if any, provided that by the Company shall maintain Commission or at the effectiveness written request of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject Purchaser to address any modifications to the terms Plan of this Agreement, Distribution at the time that Purchaser issues a request for registration of the Shares in accordance with Section 2 hereof). The Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofpromptly but, but in any event event, no later than the applicable Effectiveness DateDate for such Registration Statement, and shall shall, subject to Section 7(d) hereof, use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that is three years after the effectiveness of the Registration Statement and (ii) the date on which all Registrable Securities covered by securities under such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company ceased to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Registrable Securities (the “Effectiveness Period”). The Notwithstanding the foregoing, the Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of be entitled to suspend the effectiveness of a the Registration Statement on at any time prior to the same expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Day Days or an aggregate of 60 Trading Days (which need not be consecutive) in any given 360-day period, if the Company determines (and the Chief Executive Officer or Chief Financial Officer of the Company certifies in writing to the Purchaser) that the continued effectiveness of the Registration Statement during the applicable period will be materially detrimental to the Company. In the event of any suspension as aforesaid, the Effectiveness Period of the applicable Registration Statement will be extended by the number of Trading Days in the Effectiveness Period during which the Registration Statement was suspended. It is agreed and understood that the Company telephonically confirms effectiveness with the Commissionshall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which shall be the date requested are not registered for effectiveness of such resale pursuant to a pre-existing Registration Statement. The In connection with the written request of the Purchaser to the Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such to prepare and file a Registration Statement, file a final Prospectus the Purchaser (or Holder(s), as applicable) shall, concurrently with such written request, deliver to the Commission as required by Rule 424. Failure Company the completed Selling Stockholder Questionnaire in the form of Appendix II to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Purchase Agreement.

Registration. (a) No later The Company shall, as promptly as practicable (but in no event more than 60 days after the Filing Closing Date), the Company shall file with the Commission a registration statement (the Initial "Registration Statement "), on an appropriate form under the Securities Act relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale offer and sale of the Registrable Securities on another appropriate form and (ii) undertake to register by the Registrable Securities on Form S-3 as soon as such form is available; provided that Holders thereof in accordance with the Company shall maintain the effectiveness methods of distribution set forth in the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement(hereinafter, the Company "Registration "), and thereafter shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) 120 days after the filing thereofClosing Date; provided, but however, that no Holder shall be entitled to have the Registrable Securities held by it included in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under unless such Holder agrees in writing to be bound by all the Securities Act until all Registrable Securities covered provisions of this Agreement applicable to such Holder; provided, further that if prior to the Registration Statement being declared effective, the Company shall furnish to each Holder a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be effected at such time, the Company shall have the right to defer such filing or effectiveness for a period of not more than 90 days from the date of such certificate, provided that the Company shall not exercise this right more than once. If the Registration Statement has not been declared effective within 120 days after the Closing Date (the "Effective Period "), at the conclusion of each 30-day period following the Effective Period, the Company shall issue to each Person that is the owner of record of Warrants at the end of such 30-day period, additional Warrants, in the form attached as Exhibit A hereto, to purchase a number of shares of Common Stock equal to 1.5% of the number of shares of Common Stock issuable to such Person pursuant to the Warrants held by such Person at the end of such 30-day period multiplied by a ratio, the numerator of which is the number of days during such period that the Registration Statement was not effective and the denominator of which is 30; provided, however, that (i) have been sold, thereunder or pursuant the Company's obligation to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without issue such warrants shall cease at the requirement for time the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)is declared effective.

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of covering the Registrable Securities for a selling stockholder resale offering to be made on another appropriate form and a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company may include in a single registration statement the “Registrable Securities” defined under the Registration Rights Agreements in paragraphs 3 and 4 of Schedule 7(b) hereto, subject to the requirement that if at any time the Commission takes the position that the offering of some or all of the Registrable Securities in such combined Registration Statement is available; provided that not eligible to be made on a delayed or continuous basis under the provisions of Rule 415, the Company shall maintain the effectiveness of remove from the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering that number of the Registrable Securities has been declared as defined in the Registration Rights Agreement described in paragraph 4 of Schedule 7(b) hereto as the Commission may require to assure the Company’s compliance with the requirements of Rule 415. The Company shall cause each Registration Statement to become effective by the Commissionand remain effective as provided herein. Subject to the terms of this Agreement, the The Company shall use its best efforts to cause a each Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its best reasonable commercial efforts to keep such each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(k), (or its successor), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than 8.1 Within 30 calendar days following the Filing Closing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all cause a registration statement on Form S-1 (or such other number as Form appropriate for such purpose) (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission will permit(the “Commission”) under the Securities Act, for an offering to be made on a continuous basis pursuant to Rule 415 of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall Act with respect to (i) register the resale of the Registrable Securities on another appropriate form Common Stock issued pursuant to this Agreement and (ii) undertake to register the Warrant Shares (together, the “Registrable Securities on Form S-3 as soon as such form is available; provided that the Securities”). The Company shall maintain the effectiveness of the cause such Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been to be declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofCommission as soon as possible, but in any event event, no later than 90 calendar days following the applicable Effectiveness DateClosing Date if the Company receives a “No Review” from the Commission or 120 days following the Closing Date if the Company receives a review, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective under for three years following such date the Securities Act until all Registrable Securities covered by such Commission declares the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder effective (the “Effectiveness Period”). Each Investor agrees to provide the Company with any information reasonably requested by the Company for purposes of including such Investor’s securities in the Registration Statement within ten business days following such request. If the Investor does not provide such information, the Company may exclude the Investor’s Registrable Securities from the Registration Statement if the Company reasonably believes such information is necessary to comply with federal securities laws. Such exclusion shall not be consider default or breach of this Agreement by the Company and the Company shall not be subject to any damages including liquidated damages. The Company shall telephonically request effectiveness may include shares of a Common Stock other than the Registrable Securities on the Registration Statement as long as the total number of 5:00 p.m. Eastern Time shares of Common Stock (including the Registrable Securities) to be registered in the aggregate on a Trading Daysuch registration statement does not then exceed 33% of the Company’s public float. The Company shall immediately notify may not include any other shares of Common Stock on the Holder via facsimile or by e-mail Registration Statement until all of the effectiveness of a Registration Statement on Registrable Securities have been so included or the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of Investor has agreed in writing to have its Registrable Securities excluded from such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No Not later than the Filing Date, the Company shall prepare and file with the Commission the an Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale all or such maximum portion of the Registrable Securities on another appropriate form and as permitted by SEC Guidance (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain use diligent efforts to advocate with the effectiveness Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement then in effect until such time as for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject (or if such form is not available to the terms of this Agreement, the Company on another form appropriate for such registration in accordance herewith). The Company shall use its reasonable best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no not later than the applicable Effectiveness DateDate (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (iiy) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without volume or manner-of-sale restrictions limitations pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter letter, addressed to the Company’s transfer agent to such effect, addressed and acceptable to the Transfer Agent and the affected Holder effect (the “Effectiveness Period”). The For purposes of the obligations of the Company under this Agreement, no Registration Statement shall telephonically request effectiveness be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Notwithstanding the foregoing or any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities or unless otherwise required by SEC Guidance, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Conversion Shares (on a pro rata basis based on the total number of unregistered Conversion Shares held by the Holders, to the extent permitted by SEC Guidance) and next by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders, to the extent permitted by SEC Guidance); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of 5:00 p.m. Eastern Time shares of Common Stock that are not Registrable Securities and which shall have been included on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a such Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be reduced by up to 100%, if such reduction will permit the date requested for effectiveness registration of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)additional Registrable Securities.

Registration. (a) No later than the Filing Date, the Company Parent shall use its commercially reasonable best efforts to prepare and file with the Securities and Exchange Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit"SEC") of the Registrable Securities. If a registration statement on Form S-3 is not available for (the registration of the resale of Registrable Securities hereunder, the Company shall (i"Registration Statement") register covering the resale of the Registrable Securities on another appropriate form as soon as reasonably practicable but in any event within thirty (30) days following the Effective Time; provided, however, that each Holder shall provide all such information and materials and take all such action as may be reasonably required in order to permit Parent to comply with all applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (iithe "1934 Act"), and of the SEC, and to obtain any desired acceleration of the effective date of such registration statement, such provision of information and materials to be a condition precedent to the obligations of Parent pursuant to this Agreement. Parent shall not be required to effect more than one (1) undertake registration pursuant to register this Section 1.4. The offerings made pursuant to such registration shall not be underwritten. Parent shall use its commercially reasonable best efforts to have such Registration Statement declared effective as soon as practicable following the Effective Time. The Holders shall furnish such information as Parent may reasonably request in connection with the preparation of the Registration Statement. Upon registration of the Registrable Securities on Form S-3 as soon as such form is available; provided that with the Company shall maintain the effectiveness of the Registration Statement then SEC in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of accordance with this Agreement, the Company Registrable Securities may be sold in accordance with the Registration Statement under the 1933 Act. Parent shall use its best reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously to remain effective under until the Securities Act until earlier of (i) the date on which all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder or sold to the public pursuant to Rule 144the Registration Statement, or (ii) such time as which all Registrable Securities covered by the Registration Statement may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144within a three-month period, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder or (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day iii) two (2) years after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Closing Date.

Registration. (a) No later than Upon the Filing Dateoccurrence of a Triggering Event, Issuer shall, at the Company shall request of Grantee delivered in the written notice of exercise of the Option provided for in Section 2(d), as promptly as practicable prepare, file with and keep current a shelf registration statement under the Commission the Initial Registration Statement relating Securities Act covering any or all Shares issued and issuable pursuant to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form Option and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause such registration statement to become effective and remain current in order to permit the sale or other disposition of any Shares issued upon total or partial exercise of the Option ("Option Shares") in accordance with any plan of disposition requested by Grantee; provided, however, that Issuer may postpone filing a Registration Statement filed registration statement relating to a registration request by Grantee under this Agreement Section 8 for a period of time (including, without limitation, under Section 3(c)not in excess of 30 days) to be declared effective under if in its reasonable judgment such filing would require the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential. Issuer will use its best efforts to keep cause such registration statement first to become effective as soon as practicable and then to remain effective for one year from the day such registration statement first becomes effective or until such earlier date as all Shares registered shall have been sold by Grantee. Issuer may request Grantee to suspend use of the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement for no more than 30 consecutive days (ior, for no more than 90 days in any year) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or mannerif Issuer is in possession of material non-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144which it has a bona fide reason not to publicly disclose. In connection with any such registration, as determined Issuer and Grantee shall provide each other with representations, warranties, indemnities and other agreements customarily given in connection with such registrations. If requested by the counsel Grantee in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the Company sale of such Shares, but only to the extent of obligating Issuer in respect of representations warranties, indemnities, contribution and other agreements customarily made by issuers in such underwriting agreements. In the event that Grantee so requests, the closing of the sale or other disposition of the Shares or other securities pursuant to a written opinion letter registration statement filed pursuant to such effect, addressed and acceptable to Section 8(a) shall occur substantially simultaneously with the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail exercise of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the CommissionOption. Any registration statement prepared and filed under this Section 8, which and any sale covered thereby, shall be the date requested at Issuer's expense, except for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness underwriting discounts or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)commissions and brokers fees.

Registration. (a) No later than Within 30 days after the Filing Datedate of this Agreement, the Company Parent shall use its reasonable best efforts to file with the Commission the Initial a Registration Statement relating to the resale by the Holders for public sale of all of the Stock Consideration on a delayed or continuous basis pursuant to Rule 415 (or such other number as the Commission will permitany successor provision) of the Securities Act registering the resale from time to time by the Major Stockholders (the "Shelf Registration Statement") and shall use its reasonable best efforts to have the Shelf Registration Statement declared effective by the SEC on or prior to the Closing Date. No securities other than the Registrable SecuritiesShares shall be included in any Shelf Registration Statement with respect thereto without the written consent of the Major Stockholders. If Form S-3 is not available for Parent shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective (including, if necessary, by filing with the SEC a post-effective amendment or supplement to the Shelf Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act used by Parent for such Shelf Registration Statement, any state securities or "blue sky" laws or any other rules and regulations thereunder) until the earlier of the resale of Registrable Securities hereunder, the Company shall (i) register one year after the resale Closing Date or (ii) until all Registrable Shares covered by the Shelf Registration Statement cease to be Registrable Shares (the "Effectiveness Period"). The offering and sale of Registrable Shares shall be pursuant to a plan of distribution selected by each of the Major Stockholders in their sole discretion and may include up to one (1) underwritten offering and sale of Registrable Securities on another appropriate form Shares during the Effectiveness Period; provided, however, that Parent shall have the right to select any such underwriter, which shall be (i) an underwriter of national reputation and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject reasonably satisfactory to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Major Stockholders.

Registration. (a) No later than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms and conditions of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days covenants and agrees that as promptly as practicable after the filing thereof, but Closing Date (and in any event no later than the applicable Effectiveness DateRegistration Deadline), the Company shall have prepared and filed with the SEC a Shelf Registration Statement covering the resale of all Registrable Securities (or, if permitted by the rules of the SEC, otherwise designated an existing Shelf Registration Statement filed with the SEC to cover the Registrable Securities), and, to the extent the Shelf Registration Statement has not theretofore been declared effective, the Company shall use its best commercially reasonable efforts to cause such Shelf Registration Statement to be declared or become effective not later than the Effectiveness Deadline and to keep such Shelf Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, Securities Act and usable for resale of such Registrable Securities for a period from the date of its initial effectiveness until such time as determined there are no Registrable Securities remaining (including by re-filing such Shelf Registration Statement (or a new Shelf Registration Statement) if the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder initial Shelf Registration Statement expires) (the “Effectiveness Period”). The Notwithstanding the registration obligations set forth in this Section 5.7(a), in the event that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company shall telephonically request effectiveness agrees to promptly (1) inform each of a the Holders thereof and use its commercially reasonable efforts to file amendments to the initial Shelf Registration Statement as required by the SEC and/or (2) withdraw the initial Shelf Registration Statement and file a new Shelf Registration Statement, in either case covering the maximum number of 5:00 p.m. Eastern Time Registrable Securities permitted to be registered by the SEC, on such form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or new Shelf Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated Damages in Section 5.7(k), if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other securities permitted to be registered on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a particular Shelf Registration Statement on the same Trading Day as a secondary offering (and notwithstanding that the Company telephonically confirms effectiveness used commercially reasonable efforts to advocate with the CommissionSEC for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities or securities to be registered on such Shelf Registration Statement will be reduced as follows: first, the Company shall reduce or eliminate the securities to be included by any person other than a Holder; second, the Company shall reduce or eliminate any securities to be included by any Affiliate (which shall not include the Investor or its Affiliates) of the Company; and third, the Company shall reduce the number of Registrable Securities to be the date requested for effectiveness of such Registration Statement. The Company shall, included by 9:30 a.m. Eastern Time all Holders on a pro rata basis based on the Trading Day after total number of unregistered Registrable Securities held by such Holders, subject to a determination by the effective date SEC that certain Holders must be reduced before other Holders based on the number of Registrable Securities held by such Holders. In the event the Company amends the initial Shelf Registration Statement or files a new Shelf Registration Statement, as the case may be, under clauses (1) or (2) above, the Company will use its commercially reasonable efforts to file a final Prospectus with the Commission SEC, as required promptly as allowed by Rule 424. Failure the SEC or SEC Guidance provided to so notify the Holders within Company or to registrants of securities in general, one (1) Trading Day of or more registration statements on such notification of effectiveness form available to the Company to register for resale those Registrable Securities that were not registered for resale on the initial Shelf Registration Statement, as amended, or failure to file a final Prospectus as foresaid the new Shelf Registration Statement. No Holder shall be deemed named as an Event under Section 2(g)“underwriter” in any Registration Statement without such Holder’s prior written consent.

Registration. The Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") No later as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Filing DateAct or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the holder of this Warrant agrees it shall not have any piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant may be sold in the United States pursuant to the provisions of Rule 144. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall file with be limited to registering such proportion of their respective shares as shall equal the Commission proportion that the Initial Registration Statement relating number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the resale total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders of all thereof for a period, not to exceed one hundred eighty (or 180) days, which the underwriter may reasonably determine is necessary in order to effect such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”)underwritten offering. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify have the Holder via facsimile right to terminate or withdraw any registration initiated by e-mail of it under this Section 12(c) prior to the effectiveness of a Registration Statement on the same Trading Day that such registration whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company telephonically confirms effectiveness in complying with the Commission, which this Section 12(c) shall be paid by the date requested Company, exclusive of underwriting discounts, commissions and legal fees and expenses for effectiveness counsel to the holders of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Warrants.

Registration. (a) No later than The Trust shall, prior to the Filing Dateexpiration of the Lock-up Period, the Company shall prepare and file with the Commission a registration statement for the Initial purpose of effecting a Registration Statement relating to of the resale sale of Registrable Shares by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is availablethereof; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a effect such Registration Statement filed under this Agreement as soon as practicable but not later than the expiration of the Lock-up Period; and shall use its reasonable efforts (including, without limitation, filing post-effective amendments and appropriate qualification under Section 3(c)applicable state securities and real estate syndication laws) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement with respect to a particular Holder continuously effective under until the Securities Act until all Registrable Securities covered by such Registration Statement earliest of (i) the date on which all of such Holder's Registrable Shares have been sold, thereunder or sold pursuant to such registration statement or Rule 144, or (ii) the date on which all of such Holder's Registrable Shares may be sold without volume in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Trust shall not be obligated to take any action to effect any such Registration, qualification or manner-of-sale restrictions compliance pursuant to Rule 144 and without this Section 2 in any particular jurisdiction in which the requirement for Trust would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company Trust is already subject to be service in compliance with the such jurisdiction. The Trust acknowledges that under current public information requirement under interpretations of Rule 144, as determined no tacking of the ownership period of Units would be permitted in determining the ownership period of Registrable Shares. Notwithstanding the foregoing, the Trust shall have the right (the "Suspension Right") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for two periods of not more than 90 days each during any twelve-month period, if the Trust furnishes to the Holders a certificate signed by the counsel President or any other executive officer or any Trustee of the Trust stating that, in the good faith judgment of the Trust, it would be detrimental to the Company pursuant Trust and its shareholders to file such registration statement or amendment thereto at such time (or to continue sales under a written opinion letter filed registration statement) and therefore the Trust has elected to defer the filing of such effect, addressed and acceptable registration statement (or to suspend sales under a filed registration statement). Notwithstanding anything to the Transfer Agent and contrary contained herein, the affected Holder (Trust shall use its best efforts to effect the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify soon as practicable but not later than the Holder via facsimile or by e-mail expiration of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Lock-up Period.

Registration. As soon as possible following the Closing Date (a) No but not later than the Filing DateDeadline), the Company shall prepare and file with the Commission the Initial a “shelf” Registration Statement relating covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415, provided that in no case shall such Registration Statement cover a number of shares of Common Stock in excess of the resale by amount of shares of Common Stock which may be issued upon conversion of the Holders Notes and Warrants (the “Issuable Maximum”) without causing the Company to breach its obligations under the rules or regulations of all the Nasdaq Stock Market (or such other number as the Commission will permitincluding without limitation Section 5635(d) of the Registrable SecuritiesNASDAQ Stock Market Rules). If The Registration Statement shall be on Form S-3 (or if such form is not available for the registration of the resale of Registrable Securities hereunder, to the Company shall (i) register the resale of the Registrable Securities on another form appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as for such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then registration in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionaccordance herewith). Subject to the terms of this Agreement, the The Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five as soon as possible, and in any event not later than one hundred twenty (45120) days after the filing thereofClosing, but shall file with the Commission a request for acceleration of effectiveness in any event no later than accordance with Rule 461 promulgated under the applicable Effectiveness DateSecurities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (iiy) the date on which all Registrable Securities may be sold without volume or manner-of-sale restrictions any restriction pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter letter, addressed to the Company’s transfer agent to such effecteffect (but not less than one year, addressed and acceptable to so long as any Registrable Securities exist if the Transfer Agent and the affected Holder Company was ever a shell company as defined in Rule 144(i) (the “Effectiveness Period”). The Company shall telephonically request effectiveness Upon the initial filing thereof and upon the filing of a any pre-effective amendment thereto, the Registration Statement as shall cover at the lesser of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify (i) the Holder via facsimile Issuable Maximum, or by e-mail (ii) at least 150% of the effectiveness shares of a Common Stock for issuance upon the conversion of the Notes and exercise of the Warrants (without regard to any issuance or beneficial ownership limitations). Such Registration Statement on also shall cover, subject to the same Trading Day that Issuable Maximum, to the Company telephonically confirms effectiveness extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Registrable Securities.

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of all Registrable Securities hereunder, not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of cause the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofas soon as possible but, but in any event event, no later than the applicable Effectiveness Date, and shall use its best efforts to keep the Registration Statement effective under the Securities Act until all Holders are able to sell their Registrable Securities without restriction under Rule 144 (the "Effectiveness Period"). If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not permitted by the Commission to be included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all during the entire Effectiveness Period. If at any time during the Effectiveness Period, less than 95% of the then Registrable Securities covered are then registered in a Registration Statement(s), then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date subject to any restrictions imposed by such Rule 415, an additional Registration Statement (i) have been sold, thereunder covering the resale by the Holders of not less than 100% of the number of then Registrable Securities. If the Company fails to file a Registration Statement on or pursuant prior to Rule 144the applicable Filing Date, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without if the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness Effective Date of a Registration Statement as is not on or prior to the applicable Effectiveness Date, then the Investors will be entitled to receive the following: Each Investor will be entitled to receive, for no additional consideration, an additional number of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail shares of Common Stock equal to (A) 25,000 shares of Common Stock for each One Million Dollars ($1,000,000) in principal of the effectiveness Note held by such Investor; plus (B) if such filing or effectiveness, as the case may be, is more than 60 days late, 5,000 shares of a Registration Statement on Common Stock for each One Million Dollars ($1,000,000) in principal of the same Trading Day Note held by such Investor and an additional 5,000 shares of Common Stock for each One Million Dollars ($1,000,000) in principal of the Note held by such Investor for each subsequent 60-day period that such filing or effectiveness, as the Company telephonically confirms effectiveness with case may be, is late. An Investor will be entitled to no such shares as set forth in Section 2(d)(i) hereof if the Commissiondelay in filing or effectiveness, which as the case may be, is attributable to any action or inaction of such Investor. Such additional shares of Common Stock as set forth in this Section 2(d) shall be issuable at the date requested for effectiveness of time such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)penalty is incurred.

Registration. (a) No later than Prior to the Filing fifth anniversary of the Distribution Date, the Company shall file with WHI Group or, following the Commission the Initial Registration Statement relating to the resale Sale or Transfer by the Holders WHI Group of all (or such other number as the Commission will permit) at least 90% of the Registrable Securities. If Form S-3 is not available for Securities owned by it on the registration date of this Agreement, any Holders acting together which collectively hold 10% or more of the resale then outstanding Registrable Securities (collectively, the “Initiating Holder”) shall have the right to request that CS&L file a Registration Statement, on behalf of itself or, in the case of the WHI Group, on behalf of the Participating Banks, with the SEC on the appropriate registration form for all or part of the Registrable Securities held by such Initiating Holder, by delivering a written request thereof to CS&L specifying the number of Registrable Securities hereundersuch Initiating Holder wishes to register (a “Demand Registration”); provided, that Holders may not make more than one Demand Registration during any 90-day period prior to the Company first anniversary of the Distribution Date and not more than two Demand Registrations during any subsequent 365-day period (unless, with respect to any such Demand Registration, such Demand Registration is withdrawn prior to the filing of a Registration Statement or the Registration effected pursuant thereto becomes subject to a Blackout Period, in each case pursuant to Section 2.01(d)). CS&L shall (i) register the resale within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities on another appropriate form and (other than the Initiating Holder), (ii) undertake use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of prepare and file the Registration Statement then as expeditiously as possible but in effect until any event within 30 days of such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreementrequest, the Company shall and (iii) use its reasonable best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared become effective under in respect of such Demand Registration in accordance with the Securities Act within forty-five (45) days after intended method of distribution set forth in the filing thereof, but written request delivered by the Initiating Holder. CS&L shall include in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered with respect to which CS&L receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from CS&L, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement (i) have been soldbe on any appropriate form, thereunder including Form S-11 in the case of secondary equity offerings, Form S-4 in the case of an Exchange Offer or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Shelf Registration Statement, file a final Prospectus with and CS&L shall effect the Commission as required by Rule 424. Failure to Registration on the form so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)requested.

Registration. (a) No later than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company The General Partner shall (i) register prepare, file and use reasonable efforts to cause to become effective on or before the resale ninetieth day following the first anniversary of the Registrable date hereof a shelf registration statement, which may be on Form S-3, under the Securities on another appropriate form Act relating to the Shares to be issued upon exercise of the Redemption Rights (assuming full satisfaction of such Redemption Rights by delivery of Shares to the extent permitted hereunder) and (ii) undertake prepare and file with the SEC such amendments and supplements to register such registration statement and the Registrable prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities on Form S-3 as soon as Act. The General Partner shall pay all Registration Expenses incurred prior to the sixth anniversary of the date hereof with respect to filing and keeping effective the registration statement through such form is available; provided that date, and the Company Holders of Units (other than Immediately Redeemable Units) shall maintain reimburse the effectiveness General Partner for Registration Expenses (or a pro rata portion of the Registration Statement then in effect until Expenses based on the number of Shares issuable to such time as a Registration Statement on Form S-3 covering Holders upon full exercise of the Registrable Securities has been declared effective Redemption Rights by the Commission. Subject such Holders relative to the terms total number of this Agreement, the Company shall use its best efforts Shares issuable pursuant to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)such registration statement) to be declared effective under the Securities Act within forty-five (45) days which are incurred after the sixth anniversary of the date hereof in respect of maintaining effective (but not the initial filing thereofand causing to become effective of) such registration statement; provided, but in however, that no Holder shall be required to reimburse any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement costs (i) have been sold, thereunder or pursuant to Rule 144, of preparing any documents filed with the SEC that are incorporated by reference in the Registration Statement or (ii) may that become necessary because the General Partner is unable to use Form S-3 (or any equivalent short form that relies on incorporation by reference) for the reason that the General Partner has failed to comply on a timely basis with any requirement of the Acts or Form S-3. The reimbursement of such expenses by the Holders shall be sold without volume or manner-of-sale restrictions paid upon demand. Notwithstanding anything to the contrary contained herein, the General Partner shall have no obligation to keep any registration statement filed pursuant to Rule 144 and without this Section 4.1 effective after the requirement for Expiration Date or if the status of the General Partner (or its successor) as an Exchange Act Reporting Company to be in compliance with is terminated or all of the current public information requirement under Rule 144, as determined by Holders of Units (other than the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately Immediately Redeemable Units) notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day General Partner in writing that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of General Partner no longer need keep such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)registration statement effective.

Registration. (a) No The Company shall prepare and file, as soon as practicable, but in no event later than two (2) months after the Closing Date (the “Filing DateDeadline”), the Company shall file with the Commission the Initial SEC a Registration Statement relating covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form F-3 (or, if Form F-3 is not then available to the Company, on such form of Registration Statement as is then available to effect a registration for resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities). If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the The Company shall use its best efforts (i) to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective by the SEC under the Securities Act within forty-five (45unless it becomes effective automatically upon filing) days as promptly as possible after the filing thereof, but in and shall respond to any event no later than comments received from the applicable Effectiveness DateSEC within ten (10) Business Days, and shall use its best efforts (ii) to keep such Registration Statement continuously effective under the Securities Act until the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effective Period”). Such Registration Statement shall not include any Shares or other securities for the account of any other holder without the prior written consent of Purchaser. Notwithstanding the registration obligations set forth in this Section 5.18, if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) have been soldinform each Holder and use its best efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new Registration Statement (a “New Registration Statement”), thereunder in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form F-3 or pursuant such other form available to Rule 144register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC’s staff (“Commission Guidance”). In the event the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for above, the Company will use its best efforts to be in compliance file with the current public information requirement under Rule 144SEC, as determined promptly as allowed by the counsel SEC or Commission Guidance, one or more Registration Statements on Form F-3 or such other forms available to register for resale those Registrable Securities that were not registered for resale on the Company pursuant to a written opinion letter to such effectRegistration Statement, addressed and acceptable to as amended, or the Transfer Agent and the affected Holder New Registration Statement (the “Effectiveness PeriodAdditional Registration Statements”). The Company shall telephonically request effectiveness For purposes of this Agreement, the filing deadline of a New Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a and an Additional Registration Statement on shall be the same Trading Day tenth (10th) day after the date that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of is allowed to file such New Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Statement or Additional Registration Statement, file a final Prospectus with as applicable, by the SEC or Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Guidance.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of all Registrable Securities hereundernot already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-1 or if eligible, Form S-3 as soon as (or on such other form is available; provided that the Company shall maintain the effectiveness of the appropriate for such purpose). Such Registration Statement then in effect until shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such time Registration Statement) the “Plan of Distribution” attached hereto as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Annex A. The Company shall use its reasonable best efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofas soon as possible but, but in any event event, no later than the applicable its Effectiveness Date, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) 120 days after no Holder is an affiliate of the Company or (ii) such time as all of the Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions by the Holders pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, any volume limitations as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders or (iii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by By 9:30 a.m. (Eastern Time Time) on the Trading Business Day after immediately following the effective date Effective Date of such each Registration Statement, the Company shall file a final Prospectus with the Commission as in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason other than due solely to Commission restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)415.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities that are not then registered on another appropriate form an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as soon as such form is available; Annex A (which may be modified to respond to comments, if any, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). Subject to the terms of this Agreement, the The Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofpromptly but, but in any event event, no later than the applicable Effectiveness DateDate for such Registration Statement, and shall shall, subject to Section 7(d) hereof, use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that is three years after the Closing Date and (ii) the date on which all Registrable Securities covered by securities under such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company ceased to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Registrable Securities (the “Effectiveness Period”). The Notwithstanding the foregoing, the Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of be entitled to suspend the effectiveness of a the Registration Statement on at any time prior to the same expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Day Days or an aggregate of 60 Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that the Company telephonically confirms effectiveness with the Commissionshall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which shall be the date requested are not registered for effectiveness of such resale pursuant to a pre-existing Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. In the event that the Holdings Shares are not registered in connection with the consummation of the Transactions, Holdings agrees that, within thirty (30) calendar days after the Closing Date (or within ninety (90) calendar days following the Closing Date if Holdings is required to include therein additional financial information that is not included in the registration statement on Form F-4 at the time of the closing of the Transactions), it will file or cause to be filed, with the SEC (at the its sole cost and expense) a registration statement registering the resale of the Holdings Shares (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (a) No later than sixty (60) calendar days (or one hundred and twenty (120) calendar days if the Filing SEC notifies Holdings that it will “review” such Registration Statement) following the initial filing date thereof and (b) ten (10) business days after SPAC is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review (the “Effective Date”); provided, however, that if the SEC is closed for operations due to a government shutdown, the Company Effectiveness Date shall file with be extended by the same amount of days that the Commission remains closed for operations, provided, further, that Holdings’ obligations to include the Initial Holdings Shares in the Registration Statement relating are contingent upon the Buyer furnishing in writing to Holdings such information regarding the resale Buyer, the securities of SPAC held by the Holders Buyer, the intended method of all disposition of the Holdings Shares (or which shall be limited to non-underwritten public offerings) and such other number information as shall be reasonably requested by the Commission will permit) of the Registrable Securities. If Form S-3 is not available for Holdings to effect the registration of the resale Holdings Shares, and the Buyer shall execute such documents in connection with such registration as SPAC may reasonably request that are customary of Registrable Securities hereundera selling shareholder in similar situations, including providing that Holdings shall be entitled to postpone and suspend the Company shall (i) register the resale effectiveness or use of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or as permitted hereunder and (ii) as may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be necessary in compliance connection with the current public information requirement under Rule 144, as determined by the counsel preparation and filing of a post-effective amendment to the Company pursuant Registration Statement following the filing of Holdings’ Annual Report on Form 20-F for its first completed fiscal year. In connection with the foregoing, the Buyer shall not be required to a written opinion letter execute any lock-up or similar agreement or otherwise be subject to such effect, addressed and acceptable any contractual restriction on the ability to transfer the Transfer Agent and the affected Holder (the “Effectiveness Period”)Holdings Shares. The Company shall telephonically request effectiveness Buyer agrees to, except for such times as Holdings is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the CommissionStatement, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of use its commercially reasonable efforts to cause such Registration Statement, file a final Prospectus with or another shelf registration statement that includes the Commission as required by Holdings Shares to be sold pursuant to this Agreement, to remain effective until the earliest of (i) the fifth anniversary of the Closing, (ii) the date on which the Buyer ceases to hold any Holdings Shares issued pursuant to this Agreement, or (iii) on the first date on which the Buyer is able to sell all of its Holdings Shares issued pursuant to this Agreement (or shares received in exchange therefor) under Rule 424. Failure to so notify 144 promulgated under the Holders within one Securities Act (1“Rule 144”) Trading Day without the public information, volume or manner of sale limitations of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(grule (such date, the “End Date”).

Registration. The Company agrees that it will use its commercially reasonable efforts to file with the Securities and Exchange Commission (athe “Commission”) No later than (at the Company’s sole cost and expense), within thirty (30) calendar days after the Business Combination Closing (the “Filing Date”), a registration statement (the “Forward Registration Statement”) registering the resale of the Forward Purchase Securities (the “Registrable Securities”), and the Company shall file with use its commercially reasonable efforts to have the Commission the Initial Forward Registration Statement relating declared effective as soon as practicable after the filing thereof (the “Effectiveness Deadline”); provided, however, that the Company’s obligations to include the Registrable Securities in the Forward Registration Statement are contingent upon the Subscriber furnishing in writing to the resale Company such information regarding the Subscriber, the Forward Purchase Securities of the Company held by the Holders Subscriber and the intended method of all (or such other number disposition of the Registrable Securities as shall be reasonably requested by the Commission will permit) Company to effect the registration of the Registrable Securities. If Form S-3 , and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations; provided further, that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Filing Date if the Forward Registration Statement is not available for the registration of the resale of Registrable Securities hereunderreviewed by, and comments thereto are provided from, the Company shall Commission (i) register the resale of the Registrable Securities provided, that if such day falls on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business). Notwithstanding the foregoing, if the Company shall maintain is notified (orally or in writing, whichever is earlier) by the effectiveness of Commission that the Forward Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject will not be “reviewed” or subject to the terms of this Agreementfurther review, the Company shall use its best commercially reasonable efforts to cause a have the Forward Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under within ten (10) Business Days of receipt of such notice. Notwithstanding anything to the Securities Act within forty-five (45) days after the filing thereofcontrary contained herein, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been soldno registration shall be effected or permitted and no Forward Registration Statement shall become effective, thereunder or pursuant with respect to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined any Registrable Securities held by the counsel Subscriber or any person or entity to whom the Subscriber is permitted to Transfer (as defined below) such Registrable Securities prior to the Company pursuant to expiration of the Forward Purchase Lock-up Period (as defined below) (a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness PeriodPermitted Transferee”), until after the expiration of the Forward Purchase Lock-up Period. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile may delay or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness postpone filing of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Forward Registration Statement, file and from time to time require the Subscriber not to sell under the Forward Registration Statement or suspend the use or effectiveness thereof if it determines that in order for the Forward Registration Statement to not contain a final Prospectus with material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Commission Company or would require premature disclosure of information that could materially adversely affect the Company; provided, that, (w) the Company shall not so delay filing or so suspend the use of the Forward Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred twenty (120) calendar days, in each case in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make the Forward Registration Statement available for the sale of the Forward Purchase Securities by the undersigned as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus soon as foresaid shall be deemed an Event under Section 2(g)practicable thereafter.

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to covering the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 Securities for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale offers and sales of the Registrable Securities by such other means of distribution of Registrable Securities as the Holders may specify. The Registration Statement shall be on another appropriate form and Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of S-3, in which case the Registration Statement then shall be on another appropriate form in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective accordance herewith) and shall contain (unless otherwise directed by the Commission. Holders) the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five on or prior to the earlier of (45i) days the 90th calendar day following the Filing Date (the 120th calendar day in the event of a review by the Commission) and (ii) the fifth business day after the filing thereof, but in any event Commission advises the Company that the Registration Statement will not be reviewed or the Commission has no later than further comments on the applicable Effectiveness Registration Statement (the “Required Effective Date, and ”). The Company shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Company’s transfer agent (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. pm Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration StatementEffective Date (as defined in the Purchase Agreement), file a final Prospectus 424(b) prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Commission.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of covering the Registrable Securities for an offering to be made on another appropriate form and a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that the in accordance herewith). The Company shall maintain the effectiveness of the cause each Registration Statement then in effect until such time to become effective and remain effective as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionprovided herein. Subject to the terms of this Agreement, the The Company shall use its best reasonable commercial efforts to cause a the first such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its best reasonable commercial efforts to cause any subsequent such Registration Statement to be declared effective under the Securities Act as set forth herein. . The Company shall use its reasonable commercial efforts to keep such each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holder Holders (the “each, an "Effectiveness Period”"). The Company shall telephonically request effectiveness of (b) If: (i) any Registration Statement is not filed on or prior to the applicable Filing Date for such Registration Statement; (ii) a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify filed hereunder is not declared effective by the Holder via facsimile or Commission by e-mail of the effectiveness of date required hereby with respect to such Registration Statement; (iii) after a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness is filed with and declared effective by the Commission, such Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period applicable to such Registration Statement (without being succeeded immediately by an additional Registration Statement filed and declared effective) for a period of time which shall be exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date requested for effectiveness of such Registration Statement. The Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shallshall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (ii) the date on which such Event occurs, by 9:30 a.m. Eastern Time or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on the Trading Day after the effective date of which such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one three (13) Trading Day period is exceeded, being referred to as "Event Date"), then until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the original principal amount of each applicable Note. While such notification of effectiveness or failure to file a final Prospectus as foresaid Event continues, such liquidated damages shall be deemed paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event under Section 2(g)has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company.

Registration. (a) No later than On or prior to the Filing Date, Date the Company shall prepare and file with the Commission the Initial a Registration Statement relating covering the Registrable Securities for an offering to the resale be made by the Holders of all on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, except if the Company shall (i) register does not meet the resale requirements of such form or if the Holders’ offering of the Registrable Securities is not then eligible to be registered for resale on Form SB-2, in which case the Registration Statement shall be on another appropriate form and (ii) undertake to register the in accordance herewith). Each Holder of Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of wishing to sell Registrable Securities pursuant to the Registration Statement then agrees to timely deliver to the Company in effect until writing all information relating to such time Holder and its “affiliates” (as a defined in Rule 144) as the Company may reasonably require for inclusion in the Registration Statement. The Company shall cause the Registration Statement on Form S-3 covering the Registrable Securities has been declared to become effective by the Commissionand remain effective as provided herein, subject to any Discontinuation Event (as hereinafter defined). Subject to the terms of this Agreement, the The Company shall use its best reasonable commercial efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its best reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and Company’s transfer agent, or (iii) the affected Holder date on which there cease to be any Registrable Securities outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of all Registrable Securities hereundernot already covered by an existing and effective registration statement for an offering to be made on a continuous basis pursuant to Rule 415, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as soon as such form is available; provided that the Annex A. The Company shall maintain the effectiveness of the cause such Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five as to all Registrable Securities permitted by the Commission to be included therein (45by reference to written comments which are received to the filed Registration Statement) days after the filing thereofas soon as possible but, but in any event event, no later than the applicable its Effectiveness Date, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earliest of (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement (i) have been soldpublicly sold by the Holders, thereunder or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144, or (ii144(k) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of By 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time (New York City time) on the Trading Day after immediately following the effective date of such Registration StatementEffective Date, the Company shall file a final Prospectus with the Commission as in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required by Rule 424under such Rule). Failure Notwithstanding anything to so notify the Holders within one contrary contained herein (1including the provisions of Section 2(b) Trading Day of such notification of effectiveness or failure below), the Company shall not be required to file or amend a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Registration Statement to constitute a primary offering of securities by the Company.

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register covering the resale of the Registrable Securities on another appropriate form and such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that the Company in accordance herewith) and shall maintain the effectiveness contain (unless otherwise directed by at least an 85% majority in interest of the Registration Statement then in effect until such time Holders) substantially the “Plan of Distribution” attached hereto as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such the Registration Statement continuously effective under the Securities Act until the sooner of the second anniversary of the date of such effectiveness or the date that all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144415, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the “Effectiveness Period”). Notwithstanding anything to the contrary contained herein, the amount of Registrable Securities required to be included in the Registration Statement as described in this Section 2 shall not exceed the maximum amount of Registrable Securities which may be included in a Registration Statement without exceeding registration limitations imposed by the SEC pursuant to Rule 415 under the Securities Act (the “Rule 415 Amount”). In the event that less than all of the Registrable Securities are included in the Registration Statement as a result of such limitations, then the Company will file additional Registration Statements each registering the Rule 415 Amount, seriatim, until all of the Registrable Securities have been registered. The Company shall telephonically request effectiveness of a the Registration Statement as of 5:00 p.m. pm Eastern Time time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such the Registration Statement. The Company shall, by 9:30 a.m. am Eastern Time time on the second Trading Day after the effective date of such Registration StatementFiling Date, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify All selling shareholders included on the Holders within one (1) Trading Day applicable Registration Statement shall be given notice of the effectiveness of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Registration Statement substantially at the same time.

Registration. (a) No By no later than June 11, 2021, subject to the Filing Datecooperation of the Investors, the Company shall prepare and file with the Commission the Initial SEC a Registration Statement relating to providing for the resale offer and sale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale Investors of the Registrable Securities for an offering to be made on another appropriate form a delayed or continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1; provided that the Company shall move such Registrable Securities from the Form S-1 and (ii) undertake to register for resale the Registrable Securities on Form S-3 at such time as soon as the Company is eligible to use a Form S-3 for such form is availablepurpose; provided further that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the CommissionSEC. Subject to the terms of this AgreementThereafter, the Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective or otherwise to become effective under the Securities Act within forty-five (45) days after the filing thereofas soon as reasonably practicable, but but, in any event event, no later than the applicable Effectiveness Date, and . The Company shall use its best commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all with respect to each Investor’s Registrable Securities covered by until such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company Voting Securities cease to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Registrable Securities (the “Effectiveness Period”). The By 9:30 a.m. New York time on the Business Day following the date the Registration Statement is declared effective by the SEC, if required, the Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness file with the Commission, which shall SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to the date requested for effectiveness of such Registration Statement. The Company shallInvestors shall have the right to select one legal counsel, by 9:30 a.m. Eastern Time on the Trading Day after the effective date reasonable cost of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid which shall be deemed an Event under borne by the Company, to review and oversee the registration to be effected pursuant to this Section 2(g)2.01 and to comment on any filings with, or written submission made to, the SEC with respect thereto, which counsel shall be designated by the holders of a majority of the Registrable Securities.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities that are not then registered on another appropriate form an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Annex A. The Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofpromptly but, but in any event event, no later than the applicable Effectiveness DateDate for such Registration Statement, and shall shall, subject Section 7(d) hereof, use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that is three years after the Closing Date and (ii) the date on which all Registrable Securities covered by securities under such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company ceased to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Registrable Securities (the “Effectiveness Period”). The Notwithstanding the foregoing, the Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of be entitled to suspend the effectiveness of a the Registration Statement on at any time prior to the same expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Day Days or an aggregate of 60 Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that the Company telephonically confirms effectiveness with the Commissionshall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which shall be the date requested are not registered for effectiveness of such resale pursuant to a pre-existing Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale 100% of the Registrable Securities on another appropriate form such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, if the number of Registrable Securities shall equal or exceed 30% of the issued and outstanding Common Stock on the actual filing date of the initial Registration Statement (ii) undertake or any amendment thereto), then the initial Registration Statement shall register a number of shares which shall be 10,000 shares less than the number of shares which is 30% of the number of shares of Common Stock outstanding on such actual filing date, and the remaining Registrable Securities shall be subject to Section 3(c)(ii). In such event, the number of shares to be registered for each Holder shall be reduced pro-rata among all Holders. Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration Statement (the “Cutback Shares”). The Registration Statement shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-1, in which case such registration shall be on another appropriate form is available; provided that the Company in accordance herewith) and shall maintain the effectiveness contain (unless otherwise directed by at least an 85% majority in interest of the Registration Statement then in effect until such time Holders) substantially the “Plan of Distribution” attached hereto as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 without any restrictions or limitations and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(c)(1), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time New York City time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-electronic mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such a Registration Statement. The Company shall, by 9:30 a.m. Eastern Time New York City time on the Trading Day after the effective date of such Registration StatementEffective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders Holder within one (1) 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g2(b).

Registration. (a) No later than The Company shall, on or prior to the Filing DateDeadline, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) covering the Registrable Securities (assuming, for such purpose of the number of shares to be registered on such Initial Registration Statement, that the Notes are converted in full at the Conversion Price (as defined in the Notes) in effect on the Trading Day immediately prior to the date the Initial Registration Statement relating to is initially filed with the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable SecuritiesCommission). If Each Registration Statement shall be on Form S-3 (except if the Company is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionaccordance herewith). Subject to the terms of this Agreement, the The Company shall use its best commercially reasonable efforts to cause a the Initial Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any no event no later than the applicable Effectiveness DateDeadline, and shall use its best efforts to keep such Registration Statement remain effective continuously effective under throughout the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately promptly notify the Holder Holders via facsimile or by e-electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement on within one (1) business day of the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration StatementEffective Date. The Company shall, by 9:30 a.m. Eastern Time New York City time on the Trading Day first business day after the effective date of such Registration StatementEffective Date, file a final Prospectus with the Commission Commission, as required by Rule 424424(b) of the Securities Act. Failure Notwithstanding the registration obligations set forth in this Article 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a single registration statement, the Company agrees to so notify promptly (i) inform each of the Holders within one thereof, (1ii) Trading Day of such notification of effectiveness or failure use its best efforts to file amendments to the Registration Statement as required by the Commission and/or (iii) withdraw the Registration Statement and file a final Prospectus new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as foresaid a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be deemed an Event obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission guidance. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under Section 2(gclauses (ii) or (iii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or Commission guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).

Registration. (a) No later than On or prior to the Filing Date, the Company shall (without any request, demand or notice from the Holders or any other Person) either (i) file with the Commission the Initial a “Shelf” Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register covering the resale of the Registrable Securities on another appropriate form and such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415 or (ii) undertake include the Registrable Securities, covering their resale, in a Registration Statement filed by the Company with the Commission that may have included therein other shares of Common Stock. The Registration Statement 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 S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain substantially the “Plan of Distribution” attached hereto as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. pm Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such the Registration Statement. The Company shall, by 9:30 a.m. am Eastern Time on the Trading Day after the effective date of such Registration StatementEffective Date, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid aforesaid shall be deemed an Event under Section 2(g2(b).

Registration. (a) No later than As promptly as possible after the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating date that Precision gives Weatherford notice of Precision’s intent to the resale by the Holders of distribute all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective exempt under the Securities Act and is not a distribution of exempted securities (within forty-five (45) days after the filing thereofmeaning of the Securities Act), but and in any event no later than prior to the applicable Effectiveness Datedate that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and shall use its best efforts to keep such Registration Statement continuously effective under file with the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Exchange Commission (the “Effectiveness PeriodSEC”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of ) a Registration Statement on the same Trading Day that appropriate form for the Company telephonically confirms effectiveness purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the Commission, which SEC. Weatherford shall be keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date requested for effectiveness after which all of such Registration Statement. The Company shall, the Registrable Shares registered thereunder shall have been distributed by 9:30 a.m. Eastern Time on Precision pro rata as a dividend to the Trading Day shareholders of Precision and (ii) 60 days after the effective date of such the Registration Statement; provided, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of that such notification of effectiveness or failure to file a final Prospectus as foresaid date shall be deemed an Event under extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 2(g1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto).

Registration. (a) No later than Prior to the Filing fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the Company then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the 10% ownership threshold shall not apply to any Holder that is a member of the Cash America Group) shall have the right to request that Enova file a Registration Statement with the Commission SEC on the Initial Registration Statement relating to the resale by the Holders of appropriate registration form for all (or such other number as the Commission will permit) part of the Registrable Securities. If Form S-3 is not available for Securities held by such Initiating Holder, by delivering a written request thereof to Enova specifying the registration number of the resale shares of Registrable Securities hereunder, the Company such Initiating Holder wishes to register (a “Demand Registration”). Enova shall (i) register the resale within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities on another appropriate form and Securities, (ii) undertake use its reasonable best efforts to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of prepare and file the Registration Statement then as expeditiously as possible but in effect until any event within 30 days of such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreementrequest, the Company shall and (iii) use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared become effective under in respect of each Demand Registration in accordance with the Securities Act within forty-five (45) days after intended method of distribution set forth in the filing thereof, but written request delivered by the Initiating Holder. Enova shall include in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered with respect to which Enova receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Enova, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement (i) have been soldbe on any appropriate form, thereunder including Form S-4 in the case of an Exchange Offer or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Shelf Registration Statement, file a final Prospectus with and Enova shall effect the Commission as required by Rule 424. Failure to Registration on the form so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)requested.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities that are not then registered on another appropriate form and an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-1, in which case such registration shall be on another appropriate form is available; provided that in accordance herewith, subject to the Company provisions of Section 2(e)) and shall maintain contain (unless otherwise required in connection with comments from the effectiveness staff of the Registration Statement then in effect until such time Commission) substantially the “Plan of Distribution” attached hereto as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Annex A. Subject to the terms of this Agreement, the Company shall use its best reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g2(d).

Registration. (a) No On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 on Form S-1 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which shall not occur without such Holder’s consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep the Filing DateRegistration Statement continuously effective during the entire Effectiveness Period. The initial Registration Statement shall cover all of the Shares and Warrant Shares. In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2(a) is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the number of shares initially sought to be included by each Holder. Such cut back shall be applied first to the Warrant Shares and then to the Shares, as necessary. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective accordance with Rule 424 under the Securities Act within forty-five (45) days after the filing thereof, but final prospectus to be used in any event no later than the applicable Effectiveness Date, and shall use its best efforts connection with sales pursuant to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder whether or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement not such filing is technically required under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(gRule).

Registration. (a) No later than the On or prior to each Filing Date, the Company shall will use reasonable best efforts to prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of all Registrable Securities hereunder, the Company shall not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement (i) register shall be on Form S-3 (except if the resale of the Registrable Securities on another appropriate form and (ii) undertake Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that for such purpose) and, if the Company shall maintain the effectiveness is a WKSI as of the Filing Date, shall be an Automatic Shelf Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective and (ii) shall contain (except if otherwise requested by the CommissionElecting Holders or required pursuant to written comments received from the Commission upon a review of such Registration Statement) the Plan of Distribution. Subject to the terms of this Agreement, the The Company shall will use its reasonable best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective or otherwise to become effective under the Securities Act within fortyas soon as possible but, in any event, no later than the Effectiveness Date, and will use its reasonable best efforts to keep the Registration Statement (or a replacement Registration Statement) continuously effective under the Securities Act until the registration rights under this Agreement terminate in accordance with Section 2(c) (the “Effectiveness Period”). In addition, the Company will, promptly and from time to time, use reasonable best efforts to file such additional Registration Statements to cover resales of any Registrable Securities which are not registered for resale pursuant to a pre-five (45) days existing Registration Statement no later than the Filing Date with respect thereto, and will use its reasonable best efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as practicable after the filing thereofapplicable Filing Date but, but in any event event, no later than the applicable Effectiveness Date, and shall will use its reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until at all Registrable Securities covered by such times during the Effectiveness Period; provided that, the Company will not be obligated to update the Registration Statement and no sales may made under the applicable Registration Statement during any Black-Out Period of which the Holders have received actual notice; provided further that, the Company will not be obligated to amend the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) which amendment may be sold without volume effected through a Prospectus) or manner-of-sale restrictions pursuant file any additional Registration Statement to Rule 144 and without the requirement for add additional Holders as selling securityholders therein until such time as the Company has received completed Questionnaires with respect to be at least $100,000,000 aggregate principal amount of Registrable Securities and in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)no event more than once in any fiscal quarter.

Registration. (a) No As soon as reasonably practicable but in no event later than the each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to covering the resale by the Holders of all (or such other number as of the Commission will permit) Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities. If Form S-3 is not available for the registration , by such other means of the resale distribution of Registrable Securities hereunder, as the Holders may reasonably specify. The Registration Statement filed hereunder shall be on Form S-3 (except if the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake is not then eligible to register for resale the Registrable Securities on Form S-3 S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as soon as such form is available; Annex A (which may be modified to respond to comments, if any, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). Subject to the terms of this Agreement, the The Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofpromptly but, but in any event event, no later than the applicable Effectiveness DateDate for such Registration Statement, and shall shall, subject to Section 7(d) hereof, use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date on which all Registrable Securities covered by securities under such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company ceased to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Registrable Securities (the “Effectiveness Period”). The Notwithstanding the foregoing, the Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of be entitled to suspend the effectiveness of a the Registration Statement on at any time prior to the same expiration of the Effectiveness Period for up to an aggregate of 30 consecutive Trading Day Days or an aggregate of 60 Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that the Company telephonically confirms effectiveness with the Commissionshall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which shall be the date requested are not registered for effectiveness of such resale pursuant to a pre-existing Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No In connection with the Offering, the Company has agreed to file with the Commission, a registration statement (the “Registration Statement”) registering for resale all Registrable Securities issued in the Offering. The Registration Statement may include other equity securities of the Company as the Company may determine in its sole discretion. The Company will agree to use best efforts to cause the Registration Statement to be filed no later than the Registration Filing Date, Deadline and to become effective no later than the Registration Effectiveness Deadline. The Company shall file with will use commercially reasonably efforts to keep the Registration Statement effective until the earlier of the date that is eighteen (18) months following the effective date of the Registration Statement or such date when the Registrable Securities may be resold pursuant to Rule 144. If the Commission does not declare the Initial Registration Statement relating to the resale by the Holders of all (or such other number effective as the Commission will permit) a result of the Registrable Securities. If Form S-3 is Commission’s determination that (y) Rule 415 may not available be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities hereundermust be named as an underwriter, the Holders understand and agree that the Company shall register in the Registration Statement such number of Registrable Securities as is permitted by the Commission without naming such holder(s) as an underwriter (unless such holder agrees to be named as an underwriter), provided, however, that the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder. In any such pro rata reduction, the number of Registrable Securities to be registered on such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) register first, the resale Investor Shares to be registered shall be registered on a pro rata basis among the holders of the Registrable Securities on another appropriate form Investor Shares, and (ii) undertake to register second the Registrable Securities Warrant Shares to be registered shall be registered on Form S-3 as soon as such form is available; provided that a pro rata basis among the Company shall maintain the effectiveness holders of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Warrant Shares.

Registration. (a) No later than the Filing Date, the Company shall file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the The Company shall (i) register the resale of the Registrable Securities on another appropriate form Form S-1, and (ii) upon written request to the Company from the Holder of a majority of the Registrable Securities, undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five thirty (4530) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the second (2nd) Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one two (12) Trading Day Days of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g2(d).

Registration. (a) No later than the Filing Date, the Company USA shall use commercially reasonable efforts to prepare and file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If a registration statement on Form S-3 is not available for the registration of with respect to the resale of Registrable Securities hereunderby the Holders (or other appropriate form should Form S-3 be unavailable to USA in connection therewith, in which case USA shall promptly notify the Holders, the Company shall (i"Registration Statement") register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as practicable and shall use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as the conditions precedent set forth in Sections 8.1(a), (b), (c) and (d) and 8.2(h) of the Merger Agreement have been satisfied or waived; provided, however, that USA shall not be obligated to take any action to effect any such form registration, qualification or compliance pursuant to this Section in any particular jurisdiction in which USA would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless USA is availablealready subject to service in such jurisdiction and except as may be required by the Securities Act; provided further that USA shall not be required to file or seek effectiveness of the Company shall maintain Registration Statement at such time as USA could have suspended the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionpursuant to Section 1.5. Subject Any reference herein to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. Prior to filing the date requested for effectiveness Registration Statement, USA shall provide the Designated Holder with a draft of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify Statement and modify any information regarding the Holders within one (1) Trading Day and the proposed manner of such notification resale of effectiveness or failure to file a final Prospectus the Registrable Securities as foresaid shall be deemed an Event under Section 2(g)the Designated Holder may reasonably request on behalf of the Holders.

Registration. (a) No later than On the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating terms and subject to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms conditions of this Agreement, subject to Section 4(a) below, the Company shall use its reasonable best efforts to cause file, no later than ninety (90) days following the Effective Date, a Registration Statement filed registration statement under the Securities Act covering all Registrable Securities that the Investor requests to be registered along with the identity of any Permitted Holders (to the extent then known) who seek to sell Registrable Securities, along with any other shares of Common Stock the Company determines to include in such registration on behalf of itself or another selling shareholder, relating to the offer and sale of such securities from time to time in accordance with the methods of distribution (which shall include the ability to conduct an underwritten offering and which shall also include sales by a Permitted Holder indicated in writing by the Investor in the notice delivered pursuant to this Agreement (including, without limitation, under Section 3(c2(a) or in an amendment required pursuant to Section 3(a)(viii)) set forth in the registration statement and Rule 415 under the Securities Act. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). The Company shall use its commercially reasonable efforts to cause the registration statement to be declared effective or otherwise to become effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Dateas soon as reasonably practicable, and shall use its best commercially reasonable efforts to keep such Registration Statement the registration statement continuously effective under the Securities Act until the earliest of (i) the date on which all Registrable Securities covered by included in such Registration Statement (i) registration statement have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day when there no longer remain any Registrable Securities or all Registrable Securities are Freely Tradeable or (iii) three (3) years after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)effectiveness.

Registration. If, at any time after the Closing Date, Veridium proposes to register any of its securities under the Securities Act, it will include in the Registration Statement, the shares of Common Stock (athe "Remainder Shares") No later (i) issuable to the Lenders under Section 3 of this Agreement, (ii) the Collateral and the shares of Common Stock issuable under the Warrants previously issued to the Lenders, FCIM Corp. and Vestcom as contemplated by the Registration Rights Agreement, (iii) the shares underlying the warrants issuable under Sections 8 and 17 and (iv) any other shares of Common Stock issuable under this Agreement other than the Debenture Shares (as hereinafter defined). Veridium shall register the Registrable Securities (as hereinafter defined) with the shares to be registered by Veridium and purchased by the Laurus Fund (the "Laurus Shares"). The Registration Statement shall also include the shares issuable upon conversion of any unpaid principal and interest under the Debentures (the "Debenture Shares") in the event of default under the Debenture (the Remainder Shares and the Debenture Shares shall be referred to collectively as the "Registrable Securities"). So long as Veridium is not in default under the Transaction Documents, the Required Filing Date (as defined in the Registration Rights Agreement) and the Required Effective Date (as defined in the Registration Rights Agreement) with respect to the Registrable Shares shall be 45 and 145 days after the Closing Date, respectively. Veridium covenants to keep the Company shall file with the Commission the Initial Registration Statement relating to effective at all times during the resale by period continuing until the Holders earlier of (i) the date when the Lenders may sell all Registrable Securities under Rule 144 without volume or other restrictions or limits or (or such other number as ii) the Commission will permit) date the Lenders no longer own any of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 Except as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then specified in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company Registration Rights Agreements shall use its best efforts remain in full force and effect. The Lenders agree to cause a waive the restriction under Section 4(h) (entitled "Restrictions on Filing Registration Statements") of the Purchase Agreements on Veridium's filing of registration statements with respect to the Laurus Shares so long as Veridium registers the Registrable Securities in the first Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel respect to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Laurus shares.

Registration. This Warrant and the Warrant Shares issuable upon exercise of the Warrant (athe Warrant and Warrant Shares collectively referred to hereinafter as the "REGISTRABLE SECURITIES") No later than shall be registered pursuant to the Filing DateRegistration Statement (as defined hereinbelow), and the Company shall file with the Commission the Initial Registration Statement relating covenants and agrees to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then until the Expiration Date. Notwithstanding the foregoing, in effect until the event that, prior to the Expiration Date, the Company ceases to be eligible under the Securities Act of 1933, as amended (the "ACT") or the rules and regulations promulgated thereunder, to maintain a registration statement on Form S-3, or in the event that the Warrant or the Warrant Shares cease to be eligible for inclusion in such time as a Registration Statement to the extent necessary to permit the Holder to exercise the Warrants and sell the Warrant Shares without restriction under the Act, the Company will promptly (and in any event within 10 days of the date that the Warrants or any Warrant Shares cease to be so eligible), amend or file a new registration statement under the Act on Form S-3 covering a form eligible for use by the Registrable Securities has been Company for the registration of such securities and use its best efforts to have such registration statement declared effective by the Commission as soon as practicable after such filing, which registration statement shall include such information as may be required to permit the exercise of the Warrant and the sale of the Warrant Shares without restriction under the Act. The Holder acknowledges and agrees that the Warrant shall be exercisable pursuant to any such registration statement only at such times as the registration statement is effective or in accordance with any applicable exemption from the registration requirements of the Act. Upon such Registration Statement's being declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Registration Statement filed under this Agreement to remain effective for a period of at least six (including, without limitation, under Section 3(c)6) to be declared effective under consecutive months from the Securities Act within forty-five (45) days after date that the filing thereof, but in any event no later than holders of the applicable Effectiveness Date, Warrant and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities Warrant Shares are covered by such Registration Statement (i) have been sold, thereunder or are first given the opportunity to sell all of such securities. During such time as the Warrant Shares registered pursuant to Rule 144any registration statement under the Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company further covenants and agrees to make timely filings of all documents required by be filed under the Act or the Exchange Act in order to ensure that the registration statement, including the documents incorporated by reference therein, if any, do not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in compliance with order to make the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)statements therein not misleading.

Registration. (a) No later than All shares (including Additional Shares) of Common Stock issued to the Filing DateInvestors pursuant to this Agreement shall, at the time of such issuance and for so long thereafter as is required by this Agreement, be subject to an effective registration statement on Form S-3 or an equivalent thereof, covering the resale or other disposition by the Investors of the Shares and Additional Shares to be issued by the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders Investors hereunder at any time and from time to time after each such issuance. In addition, all shares of all (or such other number as the Commission will permit) Common Stock issuable upon exercise of the Registrable Securities. If Form S-3 is not available for Warrants ("Warrant Shares") shall, on the registration earlier to occur of the resale of Registrable Securities hereunder, the Company shall (i) register 90 days following the resale date of the Registrable Securities on another appropriate form this Agreement and (ii) undertake delivery to register the Registrable Securities Investors of the first Put Notice hereunder, be subject to an effective registration statement on Form S-3 or an equivalent thereof covering (x) the issuance of the Warrant Shares by the Company to any holder of a Warrant (each a "Warrant Holder" and collectively, the "Warrant Holders") and (y) the resale or other disposition thereof by any Warrant Holder at any time and from time to time after each such issuance. The Initial Share Number, Additional Shares and Warrant Shares shall be referred to collectively herein as soon the "Shares". The registration statements described in this Section 1.6(a) (together with all amendments and supplements thereto, a "Registration Statement") shall, in accordance with Section 1.6(b) below, remain effective pursuant to the provisions of Regulation 230.415 of the Securities Act of 1933, as amended (the "1933 Act"), or successor provision, at all times during the period commencing on the date of the first Put Notice and ending on the later to occur of (1) the second anniversary of such form is available; provided date or (2) the 180th day following the delivery by the Company to the Investors of (A) a notice indicating that the Company shall maintain the effectiveness will not deliver a Put Notice in respect of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, Second Tranche or (iiB) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without a Put Notice in respect of the requirement for Second Tranche (the Company to be in compliance with the current public information requirement under Rule 144, as determined "Registration Period"). Any notice delivered by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder clause (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which A) above shall be irrevocable and shall relieve the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure Investors from any obligation to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event purchase Additional Shares under Section 2(g)this Agreement.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities that are not then registered on another appropriate form and (ii) undertake an effective Registration Statement for an offering to register the Registrable Securities be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 S-1 and shall contain substantially the “Plan of Distribution” attached hereto as soon Annex A; provided, however, that no Holder shall be required to be named as an “underwriter” without such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the CommissionHolder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness 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 covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time (New York City time) on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. Upon the request of Tango at any time and from time to time within two (a2) No later than years of the Filing Datefirst Twister Option Closing, Twister agrees (i) to effect, as promptly as practicable, up to two registrations under the Company shall file with the Commission the Initial Registration Statement relating to the resale by the Holders of Securities Act covering any part or all (or such other number as the Commission will permitmay be requested by Tango) of the Registrable Securities. If Form S-3 is not available for the registration securities that have been acquired by or are issuable to Tango upon exercise of the resale of Registrable Securities hereunderTwister Stock Option, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed qualify such Twister Option Shares or other securities under this Agreement any applicable state securities laws and (including, without limitation, under Section 3(c)ii) to be declared effective include any part or all of the Twister Option Shares or such other securities in any registration statement for common stock filed by Twister under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the which such inclusion is permitted under applicable Effectiveness Date, rules and shall regulations and to use its reasonable best efforts to keep each such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement registration described in clause (i) have been soldeffective for a period of not in excess of six (6) months, thereunder or pursuant unless, in the written opinion of counsel to Rule 144Twister, addressed to Tango and reasonably satisfactory in form and substance to Tango, such registration is not required for the sale and distribution of such securities in the manner contemplated by Tango. If the managing underwriter of a proposed offering of securities by Twister shall advise Twister in writing that, in the reasonable opinion of the managing underwriter, the distribution of the Twister Option Shares requested by Tango to be included in a registration statement concurrently with securities being registered for sale by Twister would adversely affect the distribution of such securities by Twister, then Twister shall, at its option, either (i) include such Twister Option Shares in the registration statement, but Tango shall agree to delay the offering and sale for such period of time as the managing underwriter may reasonably request (provided that Tango may at any time withdraw its request to include the Twister Option Shares in such offering) or (ii) include such portion of the Twister Option Shares in the registration statement as the managing underwriter advises may be sold without volume or manner-of-included for sale restrictions simultaneously with sales by Twister. The registrations effected under this Section 4.2 shall be effected at Twister's expense except for underwriting commissions and discounts and the fees and disbursements of Tango's counsel. With respect to a registration statement which has become effective pursuant to Rule 144 this Agreement, if the Board of Directors of Twister shall determine, in its good faith reasonable judgment, that it is necessary to suspend the availability of such registration statement in light of the existence of any undisclosed acquisition or financing activity or other undisclosed material event, circumstance or condition involving Twister or any subsidiary of Twister, the disclosure of which in any such case could reasonably be expected to materially disadvantage Twister, and without the requirement for existence of which would render such registration statement inadequate as failing to include material information, then Twister may cause the Company right of Tango to make dispositions of Twister Option Shares pursuant to such registration statement to be suspended for one or more periods of time not exceeding 90 days in compliance with the current public information requirement under Rule 144, aggregate as determined by the counsel Board of Directors of Twister determines in its good faith reasonable judgment to be necessary. If Twister determines to suspend the right of the holders pursuant to the Company immediately preceding sentence, Twister shall deliver a notice to Tango which indicates that such registration statement is no longer usable. Upon the receipt of any such notice, Tango shall forthwith discontinue any sale of Twister Option Shares pursuant to a written opinion letter such registration statement and any use of the prospectus contained therein. As soon as the circumstances which resulted in the delivery of any such notice cease to exist, Twister shall promptly notify Tango of such cessation, whereupon Tango may resume making dispositions of Twister Option Shares pursuant to such effectregistration statement. Tango shall provide all information reasonably requested by Twister for inclusion in any registration statement to be filed hereunder. In connection with any registration pursuant to this Section 4.2, addressed Twister and acceptable to the Transfer Agent Tango shall provide each other and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail any underwriter of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness offering with the Commissioncustomary representations, which shall be the date requested for effectiveness of such Registration Statement. The Company shallwarranties, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statementcovenants, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)indemnification and contribution.

Registration. (a) No later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of all Registrable Securities hereunder, not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake is not then eligible to register for resale the Registrable Securities on Form S-3 S-3, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" substantially in the form attached hereto as soon as such form is available; provided that the Annex A. The Company shall maintain the effectiveness of the ------- cause each Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofas soon as possible but, but in any event event, no later than the applicable its Effectiveness Date, and shall use its best efforts to keep such each Registration Statement continuously effective under the Securities Act until the sixth year after the date that the Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holder Holders (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). The Company shall telephonically request effectiveness of a initial Registration Statement as shall include a number of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify Registrable Securities equal to the Holder via facsimile or by e-mail sum of (a) the number of Underlying Shares issuable upon an assumed conversion in full of the effectiveness Notes (assuming for such purpose that the Conversion Price is 75% of the conversion price on the Closing Date, the Notes are held until their full Maturity Dates and all interest accretes to principal for the life thereof), and (b) the number of Underlying Shares issuable upon a conversion in full of the Warrants (assuming for such purpose that the exercise price of the Warrants is 75% of the exercise price on the Closing Date, as such sum may be required to be reduced pursuant to written comments to the Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with received from the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g).

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities for an offering to be made on another appropriate form and a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of S-3, in which case the Registration Statement then shall be on another appropriate form in effect until such time as a accordance herewith). The Registration Statement on Form S-3 covering the Registrable Securities has been declared effective required hereunder shall contain (except if otherwise directed by the Commission. Holders) substantially the "PLAN OF DISTRIBUTION" attached hereto as ANNEX A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holder Holders (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately promptly notify the Holder Holders via facsimile or by e-mail of the effectiveness of a the Registration Statement on the same Trading Day day that the Company telephonically confirms receives notification of the effectiveness with from the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders Holder within one (1) 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g2(b). The Company shall, within 1 Trading Day of the day that the Company receives notification of the effectiveness from the Commission, file a Form 424(b)(5) with the Commission. After the date hereof, if the Company becomes eligible to use Form S-3 for the resale of the Registrable Securities, the Company will use commercially reasonable efforts to amend or file a new registration statement on Form S-3 for the resale of the Registrable Securities.

Registration. (a) No later than the Filing Date, the The Company shall prepare and file with the Commission as soon as practical after the Initial date hereof a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of covering the Registrable Securities for an offering to be made on another appropriate form and a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as S-3, in which case such registration shall be on another appropriate form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionaccordance herewith). Subject to the terms of this Agreement, the The Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to become effective and remain effective as provided herein. The Company shall use its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no later than thereof (the applicable “Effectiveness Date, and ”). The Company shall use its best reasonable commercial efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders, or (iii) the second (2nd) anniversary of the expiration of the term of the Warrant, as it may be extended, provided Rule 144(k) or similar successor rule is then applicable to the Registrable Securities (the “Effectiveness Period”). The Within five business days of the Effectiveness Date, the Company shall telephonically request effectiveness cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify sale by Investor and confirmation by Investor that it has complied with the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day prospectus delivery requirements, provided that the Company telephonically confirms effectiveness with has not advised the Commission, which transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to Investor within the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)time frame set forth above.

Registration. The Company will file a registration statement on Form S-3 or other appropriate form in the sole discretion of the Company (athe “Registration Statement”) No later than to register the Common Stock and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants purchased pursuant to this Offering (excluding for this purpose any shares of Common Stock issued or issuable pursuant to any anti-dilution protections set forth in this Agreement) (collectively, the “Registrable Securities”) under the 1933 Act within 30 days after the Closing Date for the Offering (the “Registration Filing Date, the Company shall file with the Commission the Initial Registration Statement relating ”) and will use commercially reasonable efforts to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the ensure that registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 becomes effective as soon as such form is available; provided that practical after the Company shall maintain the effectiveness of Registration Filing Date and no later than ninety (90) days after Closing and thereafter to keep the Registration Statement then in effect effective until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by one year anniversary of the CommissionClosing Date. Subject The Buyers each consent to the terms disclosure of this Agreement, its name and details of its purchase in the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shallshall pay all fees and expenses incident to the performance of or compliance with this Agreement by the Company, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statementincluding without limitation (a) all registration and filing fees and expenses, file a final Prospectus including without limitation those related to filings with the Commission as required SEC, in connection with applicable state securities or “Blue Sky” laws, (b) printing expenses (it being understood that the Company, at its option, may provide the Buyer with electronic copies of any prospectus or supplement), (c) fees and disbursements of counsel for the Company and (d) fees and expenses of all other Persons retained by Rule 424the Company in connection with the consummation of the transactions contemplated by this Agreement. Failure Notwithstanding the foregoing, each Buyer shall pay any and all costs, fees, discounts or commissions attributable to so notify the Holders within one (1) Trading Day sale of such notification its respective shares of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Common Stock received upon the exercise of the Pre-Funded Warrants and all fees and expenses of its counsel and other advisors.

Registration. As soon as possible following the Closing Date (a) No but not later than the Filing Date), the Company shall prepare and file with the Commission the Initial a “shelf” Registration Statement relating covering all Registrable Securities for a secondary or resale offering to the resale by the Holders of all be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such other number as the Commission will permit) of the Registrable Securities. If Form S-3 form is not available for the registration of the resale of Registrable Securities hereunder, to the Company shall (i) register the resale of the Registrable Securities on another form appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as for such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then registration in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionaccordance herewith). Subject to the terms of this Agreement, the The Company shall use its reasonable best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five not later than ninety (4590) days after the Closing Date (including filing thereofwith the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, but in any event no later than whichever is earlier) by the applicable Effectiveness Date, Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (iiy) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without volume or manner-of-sale restrictions any restriction pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter letter, addressed to the Company’s transfer agent to such effect, addressed and acceptable to the Transfer Agent and the affected Holder effect (the “Effectiveness Period”). The For purposes of the obligations of the Company shall telephonically request effectiveness of a under this Agreement, no Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a be considered “effective” with respect to any Registrable Securities unless such Registration Statement on lists the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness Holders of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, file unless any such Holder is not included as a final Prospectus “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g)Registrable Securities.

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of Registrable Securities hereunder, the Company shall (i) register the resale all of the Registrable Securities for an offering to be made on another appropriate form and a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (ii) undertake except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of S-3, in which case the Registration Statement then shall be on another appropriate form in effect until such time as a accordance herewith). The Registration Statement on Form S-3 covering the Registrable Securities has been declared effective required hereunder shall contain (except if otherwise directed by the Commission. Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best all reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best all reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder Holders via facsimile or by e-mail of the effectiveness of a the Registration Statement on the same Trading Day day that the Company telephonically confirms receives notification of the effectiveness with from the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders Holder within one (1) 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(g2(b). The Company shall, within 2 Trading Days of the day that the Company receives notification of the effectiveness from the Commission, file a Form 424(b)(5), to the extent a Form 424(b) filing is legally required, with the Commission.

Registration. (a) No later than On or prior to the Filing Date, the Company shall prepare and file with the Commission the Initial a Registration Statement relating to the resale by the Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available for the registration of covering the resale of all Registrable Securities hereundernot already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as soon as such form is available; provided that the Annex A. The Company shall maintain the effectiveness of the cause such Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five (45) days after the filing thereofas soon as possible but, but in any event event, no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is the earliest of (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement (i) have been soldpublicly sold by the Holders, thereunder or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144, or (ii144(k) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holder Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a ; provided, that, during the Effectiveness Period, the Registration Statement as may cease to be effective for no more than 60 Trading Days (not more than 15 Trading Days of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statementconsecutive) during any 365 calendar day period. The Company shall, by By 9:30 a.m. Eastern Time (New York City time) on the Trading Day after immediately following the effective date of such Registration StatementEffective Date, the Company shall file a final Prospectus with the Commission as in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of under such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(gRule).