Common use of Registration Clause in Contracts

Registration. (a) On or prior to a Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a Filing Deadlinebefore 45 days after the Closing Date, the Company shall agrees to use all commercially reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder ) unless such registerable securities are eligible for sale by the Holder, without restriction, pursuant to Rule 144, in which event the Company will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled obligated to be included on such file any remainder Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderStatement.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement owned by the Investor 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, by such other means of distribution of Registrable Securities as the Holders Investor may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section, which section attached hereto as Annex A. shall be subject to the review and consent of the Investor. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders Investor thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or S-1or 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. In the event that any Holder elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $35 million from such Underwritten Offering (a) On or prior together with any Registrable Securities to be disposed of by a Filing DeadlineSelling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Company shall prepare and file shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Commission Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of such Registrable Securities; provided, that the Company shall not be obligated to engage in more than three (3) such Underwritten Offerings in any twelve (12) full calendar month period. The Managing Underwriter or Underwriters for such Underwritten Offering shall be selected by the Stonepeak Purchasers owning a Registration Statement covering the resale of all majority of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on included by Stonepeak Purchasers in such Underwritten Offering, or if no Stonepeak Purchaser is a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable SecuritiesSelling Holder in such Underwritten Offering, by such other means of distribution of Registrable Securities as the Selling Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon owning a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all majority 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 agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on in such Registration Statement and Underwritten Offering, in each case with the provisions consent of Section 2(c) shall the Company (such consent not apply with respect to such Holderbe unreasonably withheld).

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, not acquired pursuant to the Holders Restructuring Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities and Other Registrable Securities on a pro rata basis based on the total sum of the Conversion Shares, the Conversion Shares (as defined in the Series A Registration Rights Agreement) and the number of unregistered Shares shares of Registrable Common Stock held by such Holders, subject to a any written determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)first. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. If at any time the Company shall determine to register for its own account or the account of others under the Securities Act of 1933, as amended (aincluding without limitation pursuant to the registration of any shareholder of the Company), any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents (a "Piggyback Registration"), it shall send the Holder written notice of such determination and, if within fifteen (15) On or prior to a Filing Deadlinedays after receipt of such notice, Holder shall so request in writing, the Company shall prepare and file with the Commission a Registration Statement covering the resale of use its diligent efforts to include in such registration statement all or any part of the shares of Common Stock or other securities issued or issuable upon conversion of this Note ("Registrable Securities Shares") that are not then registered on an effective Registration Statement for an offering Holder requests to be made registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company the managing underwriter shall impose a limitation on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales the number of the Registrable Securities, by such other means shares of distribution of Registrable Securities as the Holders Common Stock which may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding included in the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2statement because, in the event the Commission informs the Company that all of the Registrable Securities cannotits judgment, as a result of the application of Rule 415such limitations necessary to effect an orderly public distribution, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, then the Company shall be obligated to use its commercially reasonable efforts to advocate with include in such registration statement only such limited portion (or none, if so required by the Commission for the registration of all managing underwriter) of the Registrable Securities Shares with respect to which such holder has requested inclusion hereunder. Except as specifically provided herein, all Registration Expenses incurred in accordance connection with any registration under this Section shall be borne by the SEC GuidanceCompany. Notwithstanding All Selling Expenses incurred in connection with any other provision registrations hereunder, shall be borne by the holders of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation securities so registered pro rata on the basis of the number of Registrable Securities permitted to be registered on a particular shares so registered. For purposes of this Section, "Registration Statement as a secondary offering (and notwithstanding that Expenses" means all expenses incurred by the Company used commercially reasonable efforts to advocate in complying with this Section, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the company, fees and expenses of listing the securities with the Commission securities exchange, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees and expenses of one designated counsel for the Holder in connection with the registration of Registrable Shares, transfer taxes, fees of transfer agents and registrars, costs of any insurance which might be obtained, but excluding any Selling Expenses. For purposes of this Section, "Selling Expenses" means all or a greater number underwriting discounts and selling commissions applicable to the sale of Registrable Securities), unless otherwise directed Shares and the fees and expenses of more than one counsel for the Holder in writing by a Holder as to its Registrable Securities, connection with the number registration of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderShares.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) 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” section attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), second by Registrable Securities represented by holders of 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) and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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 Statement, as amended (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, not acquired pursuant to the Holders Restructuring Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities and Other Registrable Securities on a pro rata basis based on the total sum of the Conversion Shares (as defined in the Series A Registration Rights Agreement), the Conversion Shares (as defined in the Series B Registration Rights Agreement) and the number of unregistered Shares shares of Registrable Common Stock held by such Holders, subject to a any written determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)first. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities that are or Registrable Securities issuable upon exercise of then outstanding Warrants not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the each, an “Initial Registration Statement”). The Each Initial Registration Statement shall be on Form S-1 S-3 (except as provided in Section 2(d) below) subject to the provisions of Section 2(d) 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” section attached hereto as Annex A. approved by the Majority Investors. Notwithstanding the registration obligations set forth in this subsection (a) and subsections subsection (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) to withdraw the such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-1 S-3 or such other form available to register 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 commercially reasonable best efforts to advocate with the 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. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission Commission, and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement Agreement, and subject to the payment of liquidated damages in accordance with Section 2(c), if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, any such limitation imposed pursuant to this Section 2(a) shall be allocated among the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to of the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holdersbasis, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares Registrable Securities held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will shall be named as an underwriter “underwriter” in any Registration Statement without such Holder’s prior written consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to If at any time after the six (6) month anniversary of the date of this Agreement the Company receives a Filing Deadlinerequest from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain S-3 (except if otherwise required pursuant the Company is then ineligible to written comments received from register for resale of the Commission upon Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1). Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a review primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. . Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or Commission, (ii) to remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a 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-1 S-3 or such other 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 Registration Statement, the Company shall be 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 SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 S-3 or such other form available to the Company 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 22 , 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number Manual of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.Publicly Available Telephone Interpretations D.29 and

Registration. (a) On or prior Subject to a Filing Deadlinethe terms and conditions of this Agreement, after the expiration of the Waiting Period, the Company shall prepare and file with the Commission holders of at least a Registration Statement covering the resale of all majority of the Registrable Securities may require that are not then registered on an effective Registration Statement for the Company register an offering under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), and the holders of at least a majority of the Registrable Securities may require that the Company register an offering under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that for any registration pursuant to this Section 2(a), the aggregate market value of the Registrable Securities to be registered must be at least $100 million as of the date of the request for such registration (or at least $50 million as of the date of such request in the event that the Registrable Securities to be registered constitute all Registrable Securities as of the date of such request). All registrations pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Any Long-Form Registration shall be, and upon the request of the holders of a majority of the Registrable Securities making a Demand Registration, any Short-Form Registration shall be, made on a continuous basis pursuant to Rule 415 orunder the Securities Act (a “Shelf Registration”), and if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, such Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 415 is not available for offers and sales of 405 under the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify Act) (the an “Initial Automatic Shelf Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant Prior to written comments received from the Commission upon a review filing of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2statement relating to the Demand Registration, in the event the Commission informs the Company that shall give written notice of the Demand Registration to all other holders of Registrable Securities and, subject to the terms of Section 2(e), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that, with the consent of the holders of at least a majority of the Registrable Securities cannotrequesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each Holder in breach of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision terms of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderAgreement.

Registration. (a) On or prior to a each Filing Deadline, the Company shall prepare and file with the Commission a “shelf” Registration Statement covering the resale of all of the then outstanding Registrable Securities that are or Registrable Securities issuable upon exercise of then outstanding Warrants not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the each, an “Initial Registration Statement”). The Each Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1) subject to the provisions of Section 2(e) 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” section attached hereto as Annex A. approved by a majority of the Holders. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities required to be included in an Initial Registration Statement 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 agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the applicable Initial Registration Statement as required by the Commission and/or (ii) to withdraw the such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities required to be included in an Initial Registration Statement and permitted to be registered by the Commission, on Form S-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the 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. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will (A) if applicable, first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and (B) second by Registrable Securities represented by holders of Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. a. The Company shall prepare, and, use reasonable efforts to file within one month from the date of Closing (aas defined in the Securities Purchase Agreement) On (the "Filing Date") with the SEC a Registration Statement on Form SB-2 or prior such form of Registration Statement as is then available to effect a Filing Deadlineregistration of the Registrable Securities, covering the resale of the Registrable Securities underlying the Debentures and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers, to the extent permissible, such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Convertible Debentures and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 6,700,000 shares, without regard to any limitation on Buyer's ability to convert the Convertible Debentures or exercise the Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement shall represent a good faith estimate of the maximum number of shares issuable upon conversion of Convertible Debentures and upon exercise of the Warrants of this type issued at this time to investors. In the event that the Securities and Exchange Commission restricts or prohibits the inclusion of any part of the common stock included in the Registration Statement on the basis that such securities are not deemed owned or paid for or any similar reason, the Company shall prepare and file with register the Commission a Registration Statement covering the resale of all maximum number 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon will permit, and such occurrence shall not be deemed a review breach of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, the Securities Purchase Agreement and subject to the payment of liquidated damages in Section 2(c)which this Agreement is a part, if or any SEC Guidance sets forth other agreement that is a limitation part of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderPurchase Agreement.

Registration. (a) On or prior to a Filing Deadline, the The Company shall prepare and file with the Commission SEC, no later than one hundred fifty (150) days after the date hereof a Registration Statement on Form S-1 (or such other appropriate form) covering no less than the resale number of all shares of Common Stock constituting one-third 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”)Company’s public float. The Initial Such Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2state that, 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, or stock dividends. If at any time the number of shares issued or issuable pursuant to the Purchase Agreement exceeds the aggregate number of shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of written notice from the Investor, file with the SEC Guidancean additional Registration Statement to register the number of additional shares of Common Stock that exceed the aggregate number of shares of Common Stock already registered; provided, however that the Company shall not be obligated to register any additional securities if in the opinion of counsel for the Company such registration will likely be characterized as an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 . Notwithstanding the foregoing, if the Company is advised by its counsel or the staff of the SEC (the “Staff”) that the Staff seeks to or likely will characterize any other provision of offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and subject be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)(or as otherwise may be acceptable to the payment of liquidated damages in Section 2(cInvestor), if any SEC Guidance sets forth a limitation because of the number of Registrable Securities permitted shares sought to be registered on a particular included in the Registration Statement as a secondary offering (and notwithstanding that Statement, then the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, may reduce (an “SEC Share Reduction”) the number of Registrable Securities to be registered on shares covered by such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on maximum number which would still, upon the total number advice of unregistered Shares held by counsel, enable the Staff and the SEC to allow the Company to conduct such Holders, subject offering in accordance with the provisions of Rule 415 and to a determination by the Commission that certain Holders must permit such Registration Statement to become effective and be reduced first based on the number of Shares held by such Holders)used as aforesaid. In the event the Company amends the Initial Registration Statement or files a New Registration Statementof an SEC Share Reduction, as the case may be, under clauses (i) or the inclusion of at least twenty five percent (ii25%) above, of the Company will use its commercially reasonable efforts to file with aggregate of the Commission, as promptly as allowed by Commitment Shares and the Commission or the SEC Guidance provided to the Company or to registrants of securities Fee Shares in general, one or more registration statements on Form S-1 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 initial Registration Statement (the “Remainder Registration Statements”). No Holder will be named as an underwriter in shall take precedence over any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named Put Shares and such Holder does not consent, such Holder shall not be entitled to be included on cut back or removed from such Registration Statement until any Put Shares are cut back and the provisions of Section 2(c) shall not apply with respect to removed from such HolderRegistration Statement.

Registration. In consideration of the exchange by the Preferred Stockholder of the Preferred Stock for the Common Stock, the contemplated transfer by the Preferred Stockholder of an aggregate of 9,000,000 shares of Common Stock as provided above and other good and valuable consideration, the Company hereby agrees that (a) On it shall prepare, and, on or prior to December 31, 2003, use its best efforts to file with the SEC a Filing DeadlineRegistration Statement on Form SB-2 covering the resale by the Preferred Stockholder of all his shares of Common Stock and (b) if, at any time prior to the filing of the registration statement contemplated by (a) above, the Company shall prepare and determine to file with the Commission SEC a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales issued solely in connection with any acquisition of the Registrable Securities, by such any entity or business or equity securities issuable in connection with stock option or other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”employee benefit plans). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly shall send to the Preferred Stockholder written notice of such determination and, if within ten (i10) to inform each days after the effective date of such notice, the Preferred Stockholder shall so request in writing, the Company shall include in such registration statement all or any part of the Holders Common Stock the Preferred Stockholder requests to be registered. Notwithstanding the foregoing, if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof and use its commercially reasonable efforts to file amendments to shall impose a limitation on the Initial Registration Statement as required by number of shares which may be included in the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”)because, in either case covering the maximum number of Registrable Securities permitted such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to be registered by the Commissionfacilitate public distribution, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, then the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the include in such registration of all statement only such limited portion of the Registrable Securities Common Stock with respect to which such holder has requested inclusion hereunder as the underwriter shall permit. The rights granted herein to the Preferred Stockholder are not assignable by him without the prior written consent of the Company. The Company agrees that the rights granted herein shall not be rescinded and shall remain in full force and effect in accordance with the SEC Guidance. Notwithstanding any other provision terms hereof notwithstanding the Preferred Stockholder deciding not to transfer 9,000,000 shares of this Agreement and subject Common Stock to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation three current directors of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderCompany.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with Section 2(e)) 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and holders thereof, (ii) use its commercially commercial reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iiiii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number Manual of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)Publicly Available Telephone Interpretations D.29. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior Prior to a Filing Deadlinethe fifth anniversary of the closing of the IPO, any Holder(s) of Registrable Securities (collectively, the Company “Initiating Holder”) shall prepare and have the right to request that ASV file with the Commission a Registration Statement covering with the resale of SEC on the appropriate registration form for all or part 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 or, if Rule 415 is not available for offers and sales of the Registrable Securitiesheld by such Holder, by such other means delivering a written request thereof to ASV specifying the number of distribution shares of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant such Holder wishes to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement register (a “New Registration StatementDemand Registration”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New a Demand Registration Statement, may only be requested if the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration sale of all Table of Contents the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted requested to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Initiating Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses is reasonably expected to result in (i) aggregate gross cash proceeds of at least $10,000,000 (without regard to any underwriting discount or commission) or (ii) abovea sale of two percent (2%) or more of the outstanding shares of Common Stock; and provided, further, that ASV shall not be obligated to effect registration with respect to Registrable Securities pursuant to this Section 2.01 in violation of the Company will underwriting agreement entered into in connection with the IPO or within 180 days of the completion of the IPO. ASV shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its commercially reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 45 days of such request, subject to extension by the Holder(s) upon ASV’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 Commission, as promptly as allowed intended method of distribution set forth in the written request delivered by the Commission or the SEC Guidance provided to the Company or to registrants of securities Holder. ASV shall include in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registration all Registrable Securities with respect to which ASV receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from ASV, 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 were not registered for resale the Registration Statement be on the Initial any appropriate form. For purposes of clarification, ASV can satisfy its obligation under this Section 2.01(a) to file a Registration Statement by filing a Shelf Registration Statement, as amendedand can satisfy its obligation to complete a Demand Registration by filing, or the New if applicable, a Prospectus under an effective Registration Statement that covers (i) the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if Registrable Securities requested by the Commission requires such Holder Holders to be so named registered in accordance with this Section 2.01(a) and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and (ii) the provisions plan of Section 2(c) shall not apply with respect to such Holderdistribution requested by the participating Holders.

Registration. (a) On or At any time prior to a Filing Deadlineor on the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then-outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the Company “Initiating Holder”; provided, that the 10% ownership threshold shall prepare and not apply to any Holder that is a member of the Parent Group) shall have the right to request that SpinCo file with the Commission a Registration Statement covering with the resale of SEC on the appropriate registration form for all or part of the Registrable Securities that are not then registered on an effective Registration Statement for an offering held by such Initiating Holder, by delivering a written request thereof to be made on SpinCo specifying the number of shares of Registrable Securities such Initiating Holder wishes to Register (a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales “Demand Registration”). SpinCo shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statementii) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to prepare and file amendments to the Initial Registration Statement as required by the Commission and/or expeditiously as possible, but in any event within 30 days of such request and (iiiii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with cause the Commission for the registration Registration Statement to become effective in respect of all of the Registrable Securities each Demand Registration in accordance with the SEC Guidanceintended method of distribution set forth in the written request delivered by the Initiating Holder. Notwithstanding any other provision SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, within the 10 days immediately following the receipt by the Holder(s) of this Agreement and subject to such notice from SpinCo, a request for inclusion in the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth Registration from the Holder(s) thereof. Each such request from a limitation of the number Holder of Registrable Securities permitted to be registered on a particular for inclusion in the Registration Statement as a secondary offering (and notwithstanding that shall also specify the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number aggregate amount of Registrable Securities proposed to be registered on such Registered. The Initiating Holder may request that the Registration Statement will be reduced by Registrable Securities represented by Shares (appliedon any appropriate form, including Form S-4 in the case that some Shares may be registered, of an Exchange Offer or a Form S-3 (if SpinCo is then eligible to use Form S-3) in the Holders on case of a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Shelf Registration Statement, as and SpinCo shall effect the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale Registration on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be form so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderrequested.

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") On 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 Act or prior pursuant to a Filing DeadlineForm 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 are freely tradable in the United States pursuant to the provisions of Regulation D. Holder shall have five (5) busxxxxx xxxs 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 shall prepare and file with the Commission a Registration Statement covering the resale of all of may require that the Registrable Securities that are not then registered on an effective Registration Statement requested for an offering to be made on a continuous basis inclusion pursuant to Rule 415 or, if Rule 415 is not available for offers this Section be included in the underwriting on the same terms and sales conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review underwriter evidenced in writing of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as offering only a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum 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 be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-1 or underwriter in such other form available offering bears to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holders, subject offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to a determination the foregoing provisions of this Section (and all other Registrable Securities held by the Commission that certain selling stockholders) shall be withheld from the market by the Holders must be reduced first based on thereof for a period, not to exceed one hundred eighty (180) days, which the number underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of Shares held such registration whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iin complying with this Section 12(c) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed shall be paid by the Commission or the SEC Guidance provided Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Company or to registrants holders of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderWarrants.

Registration. Subject to the limitations set forth in this Agreement, if the Company proposes to register any of its Common Stock under the Securities Act of 1933, as amended (a) On the "Act"), for public offering and sale by it solely for cash (other than registrations with regard to acquisitions, conversions of any of the Company's securities or prior to a Filing Deadlineemployee stock options, employee purchase plans or other employee benefit plans), the Company shall prepare and file use its best efforts to give notice to the Stockholders of its intention to effect such a registration at least 10 days prior to the filing with the Securities and Exchange Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”)"Commission") of such registration statement. The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to Upon written comments received request of any Stockholder, given within 10 days after receipt from the Commission upon a review Company of such Registration Statement) notice, the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding Company shall, subject to the registration obligations limitations set forth in this subsection Agreement, use its best efforts to cause the number of such Stockholder's Registerable Securities (aas hereinafter defined) then held by such Stockholder and subsections (b) and (c) of this Section 2, referred to in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, such request to be registered for resale as a secondary offering on a single included in such registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior in the event the offering pursuant to filing such amendment registration statement shall be underwritten and the managing underwriter or New Registration Statementmanaging underwriters advise the Company that in its or their opinion the number of securities requested to be included in such registration pursuant to this Section 1(a) and pursuant to any other rights granted by the Company to holders of its securities to request inclusion of any such securities in such registration exceeds the number of securities which can be sold in the offering without adversely affecting the offering price or the marketing of the securities to be offered for the account of the Company, the Company may so advise the Stockholders and the Stockholders shall accept a reduction (including a total elimination) in the number of shares included in such registration in an amount which such underwriter or underwriters, in its or their sole discretion, deem advisable so as not to adversely affect the offering price or marketing of the securities to be offered for the account of the Company. Nothing in this Section 1(a) shall limit the Company's ability to withdraw or delay a registration statement it has filed either before or after effectiveness. Notwithstanding anything to the contrary set forth herein, the Company shall not be obligated to use its commercially reasonable efforts effect or take any action to advocate effect any such registration for the account of any Stockholder with respect to less than an aggregate of 25,000 shares of Registerable Securities or such lower amount as the managing underwriter may agree. The registration rights granted under this Section 1(a) shall pertain only to registrations with respect to which a registration statement is initially filed with the Commission for after the Initial Date and within three years from the date hereof. Notwithstanding anything to the contrary set forth herein, the Company shall not be obligated to effect or take any action to effect any such registration of Registerable Securities under a particular registration statement if the Stockholders were previously given the opportunity to register all of the Registrable Registerable Securities in accordance with hereunder or otherwise under a separate registration statement initially filed within the SEC Guidance. Notwithstanding any other provision of this Agreement previous one-year period; provided that such opportunity shall be counted only if (A) the separate registration statement has become effective under the Act, and subject to (B) the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary public offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based has been consummated on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named terms and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderconditions specified therein.

Registration. (a) On or prior to a Filing Deadline60 days from the Closing (as defined in the Stock Purchase Agreement), the Company shall prepare file a registration statement (the “Registration Statement”), covering all of the Registrable Securities and file thereafter shall use its commercially reasonable best efforts to as soon as practicable effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Commission Securities Act and any other governmental requirements or regulations). If requested, the Company shall, together with all Holders proposing to sell their Registrable Securities in such registration in an underwritten distribution (the “Initiating Holders”), enter into an underwriting agreement in customary form with an investment banking firm or firms selected for such underwriting by a Registration Statement covering majority in interest of the resale Initiating Holders, but subject to the Company’s reasonable approval. The Company may, at its option, include shares held by other securityholders of the Company in any such registration statement filed under this Section 2.1. Notwithstanding the foregoing, if in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering requested to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers registered would materially and sales adversely affect the successful marketing of the Registrable Securitiesoffering, by such other means then the amount of distribution of Registrable Securities as the Holders may reasonably specify (securities to be included in the “Initial Registration Statement”). The Initial Registration Statement offering shall be on Form S-1 reduced 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, and the other shares to be offered shall participate in such offering as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly follows: (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”)first, in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; providedrequested to be included in such registration by the Initiating Holders, howeverand if two or more Initiating Holders are included in the registration, that prior to filing such amendment or New Registration Statement, pro rata among the Company shall be obligated to use its commercially reasonable efforts to advocate with Initiating Holders on the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation basis of the number of Registrable Securities permitted owned by each such Initiating Holder, and (ii) second, the shares requested to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that included in such registration by any stockholder other than the Initiating Holders, in any manner determined by the Company used commercially reasonable efforts to advocate with (including in any manner specified in any agreement between the Commission for the registration of all or a greater number of Registrable SecuritiesCompany and such other stockholders), unless otherwise directed in writing by a . If any Holder as to its Registrable Securities, the number of Registrable Securities disapproves of the terms of the underwriting, such person may elect to be registered on such Registration Statement will be reduced withdraw therefrom by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, written notice to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderCompany.

Registration. (a) On or prior to a Filing Deadline60 days from the Closing (as defined in the Securities Agreement), the Company shall prepare file a registration statement (the “Registration Statement”), covering all of the Registrable Securities and file thereafter shall use its commercially reasonable best efforts to as soon as practicable effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Commission Securities Act and any other governmental requirements or regulations). If requested, the Company shall, together with all Holders proposing to sell their Registrable Securities in such registration in an underwritten distribution (the “Initiating Holders”), enter into an underwriting agreement in customary form with an investment banking firm or firms selected for such underwriting by a Registration Statement covering majority in interest of the resale Initiating Holders, but subject to the Company’s reasonable approval. The Company may, at its option, include shares held by other securityholders of the Company in any such registration statement filed under this Section 2.1. Notwithstanding the foregoing, if in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering requested to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers registered would materially and sales adversely affect the successful marketing of the Registrable Securitiesoffering, by such other means then the amount of distribution of Registrable Securities as the Holders may reasonably specify (securities to be included in the “Initial Registration Statement”). The Initial Registration Statement offering shall be on Form S-1 reduced 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, and the other shares to be offered shall participate in such offering as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly follows: (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”)first, in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; providedrequested to be included in such registration by the Initiating Holders, howeverand if two or more Initiating Holders are included in the registration, that prior to filing such amendment or New Registration Statement, pro rata among the Company shall be obligated to use its commercially reasonable efforts to advocate with Initiating Holders on the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation basis of the number of Registrable Securities permitted owned by each such Initiating Holder, and (ii) second, the shares requested to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that included in such registration by any stockholder other than the Initiating Holders, in any manner determined by the Company used commercially reasonable efforts to advocate with (including in any manner specified in any agreement between the Commission for the registration of all or a greater number of Registrable SecuritiesCompany and such other stockholders), unless otherwise directed in writing by a . If any Holder as to its Registrable Securities, the number of Registrable Securities disapproves of the terms of the underwriting, such person may elect to be registered on such Registration Statement will be reduced withdraw therefrom by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, written notice to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderCompany.

Registration. The Company shall use best efforts to file a registration statement on Form S-1 (aor if eligible to use Form S-3, a registration statement on Form S-3) On or prior to a Filing Deadlinewithin one year of the date of this Agreement. If the Company shall not file such registration statement within one year of the date of this Agreement, the Company shall prepare hereby grants to the Buyer the right to require the Company at any time from and after the one year anniversary of this Agreement to file a registration statement on Form S-1 (and at such time as the Company is eligible to use Form S-3, a registration statement on Form S-3) with the Commission a Registration Statement SEC covering the resale of 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 or, if Rule 415 is not available for offers Common Shares and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”)Warrant Shares. The Initial Registration Statement shall be Company also agrees that to the extent it files any registration statement with the SEC, other than a registration statement on Form S-1 and shall contain (except if otherwise required pursuant S-8 or Form S-3, it will prior to filing such registration statement, give the Buyer reasonable written comments received from notice in order to permit the Commission upon a review of Buyer to include in such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each resale of the Holders thereof Common Shares and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offeringWarrant Shares; provided, however, that prior if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Common Stock which may be included in such registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to filing such amendment or New Registration Statementfacilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Common Shares and the Warrant Shares with respect to which the Buyer requested inclusion hereunder as the underwriter shall reasonably permit; provided, however, that the Buyer shall not be disproportionately negatively affected as compared to other holders of Company securities to be registered. The Company will file and use its commercially reasonable best efforts to advocate with the Commission for the cause to become effective such registration statement as well as any filings required under any applicable state securities laws or regulations. The Buyer’s right to demand registration of the Common Shares and the Warrant Shares shall not terminate until such time as all of the Registrable Securities in accordance Common Shares and all the Warrants Shares have been registered for resale with the SEC Guidanceand the Buyer has sold or otherwise transferred to Persons not Affiliated with the Buyer all of such Common Shares and Warrant Shares. Notwithstanding any other provision of this Agreement and subject All costs related to the payment preparation, filing and effectiveness of liquidated damages in Section 2(c)such registrations, if any SEC Guidance sets forth a limitation including accounting and legal fees and expenses (including reasonable fees and expenses of counsel for the number of Registrable Securities permitted to Buyer) shall be registered on a particular Registration Statement as a secondary offering (and notwithstanding that borne by the Company. The Company used commercially reasonable efforts to advocate will enter into an agreement with the Commission Buyer including customary terms and conditions for the registration of all or a greater number of Registrable Securities)any such registration, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderincluding customary indemnification provisions.

Registration. (a) On or prior to a Filing DeadlineIf at any time during the Exercise Period, the Company shall determine to prepare and file with the Commission a Registration Statement covering registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to either (i) a resale of all shares of common stock or other securities of the Registrable Securities that Company by the selling security holders or, (ii) an underwritten sale of the Company’s securities solely to the extent permitted by the underwriter of the Company’s securities and, subject to existing contractual obligations of the Company, then the Company shall send to each holder of this Warrant (a “Holder”) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Warrant Shares which such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights. Notwithstanding the foregoing, however, such piggyback registration rights are not then registered applicable to: (x) any registration statement (or amendment thereto) filed by the Company but which has not been declared effective on an effective Registration Statement or before the Issue Date; (y) any registration statement on Form S-3 (or any successor form) filed by the Company for an offering to be made the purpose of effecting offers and sales of securities on a continuous or delayed basis pursuant to Rule 415 or, 415(a) (ix) or (x) under the Securities Act; or (z) a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans. The foregoing registration rights are further subject to the condition that if Rule 415 is not available for offers at any time after giving written notice of its intention to register any securities and sales prior to the effective date of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), filed in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or connection with such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statementregistration, the Company shall be obligated determine for any reason not to use its commercially reasonable efforts register or to advocate with the Commission for the delay registration of all such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (A) in the Registrable Securities case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay expenses in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c4.5 hereof), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering and (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, B) in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 4.1 for the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, same period as the case may be, under clauses (i) or (ii) abovedelay in registering such other securities. Notwithstanding the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled required to register any Warrant Shares pursuant to this Section 4.1 that are eligible for resale pursuant to Rule 144(b) promulgated under the Securities Act or that are the subject of a then effective registration statement. For the purpose of the foregoing, inclusion of the Warrant Shares by the Holder in a registration statement under a condition that the offer and/or sale of such Warrant Shares not commence until a date not to exceed 90 days from the effective date of such registration statement shall be deemed to be included on such Registration Statement and the provisions of Section 2(c) shall not apply in compliance with respect to such Holderthis sub-paragraph.

Registration. The issuance of the Warrant and the Shares have been registered on the Company’s effective registration statement on S-1 with commission file No. 333-_______. The Company shall file periodic filings with the Commission during the term of this Purchase Warrant as required by the rules and regulations issued by the Commission. To the extent the Company does not maintain an effective registration statement for the Shares, during the term of this Purchase Warrant and for a period of no more than seven (a7) On years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(D), whenever the Company proposes to register any of its securities under the Securities Act, whether for its own account or prior for the account of another shareholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a Filing Deadlineregistration made on Form S-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Shares, it will so notify in writing the Holder (a “Piggyback Notice”) as soon as practicable but in no event less than five (5) business days before the anticipated filing date and offer to the Holder the opportunity to register the sale of such number of Shares as such Holder may request in writing within three (3) business days after receipt of such Piggyback Notice (a “Piggyback Registration”). Notwithstanding the foregoing, the Company shall prepare and file with may delay any such notice to the Commission Holder, including until after filing a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, so long as the Holder has the same amount of time to determine whether to participate in an offering as it would have had if such notice had not been so delayed. The Company agrees promptly (i) shall cause such Shares to inform each of the Holders thereof be included in such registration and shall use its commercially reasonable efforts to file amendments cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted Shares requested to be registered by included in a Piggyback Registration on the Commission, on Form S-1 same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such other form available to register for resale Shares in accordance with the Registrable Securities as a secondary offeringintended method(s) of distribution thereof; provided, however, that prior if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Common Shares which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to filing such amendment or New Registration Statementfacilitate public distribution, then the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the include in such registration of all statement only such limited portion of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to which the Hxxxxx requested inclusion hereunder as the underwriter shall reasonably permit. Holder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such HolderPiggyback Registration.

Registration. The issuance of the Warrant and the Shares have been registered on the Company’s effective registration statement on F-1 with commission file No. 333-252996. The Company shall file periodic filings with the Commission during the term of this Purchase Warrant as required by the rules and regulations issued by the Commission. To the extent the Company does not maintain an effective registration statement for the Shares, during the term of this Purchase Warrant and for a period of no more than seven (a7) On years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(D), whenever the Company proposes to register any of its securities under the Securities Act, whether for its own account or prior for the account of another shareholder (except for the registration of securities (A) to be offered pursuant to an employee benefit plan on Form S-8 or (B) pursuant to a Filing Deadlineregistration made on Form F-4, or any successor forms then in effect) at any time and the registration form to be used may be used for the registration of the Shares, it will so notify in writing the Holder (a “Piggyback Notice”) as soon as practicable but in no event less than five (5) business days before the anticipated filing date and offer to the Holder the opportunity to register the sale of such number of Shares as such Holder may request in writing within three (3) business days after receipt of such Piggyback Notice (a “Piggyback Registration”). Notwithstanding the foregoing, the Company shall prepare and file with may delay any such notice to the Commission Holder, including until after filing a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, so long as the Holder has the same amount of time to determine whether to participate in an offering as it would have had if such notice had not been so delayed. The Company agrees promptly (i) shall cause such Shares to inform each of the Holders thereof be included in such registration and shall use its commercially reasonable efforts to file amendments cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted Shares requested to be registered by included in a Piggyback Registration on the Commission, on Form S-1 same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such other form available to register for resale Shares in accordance with the Registrable Securities as a secondary offeringintended method(s) of distribution thereof; provided, however, that prior if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Common Shares which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to filing such amendment or New Registration Statementfacilitate public distribution, then the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the include in such registration of all statement only such limited portion of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Holder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such HolderPiggyback Registration.

Registration. (a) On or prior Subject to a the terms and conditions of this Agreement, the Company shall prepare and file, not later than ninety (90) calendar days from the date the Company receives written demand from the Buyers that such registration statement be filed (the “Scheduled Filing Deadline”), with the SEC a registration statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under the Securities Act (the “Initial Registration Statement”) for the resale by the Investors of an amount equal to thirty three percent (33%) of the outstanding shares of the Common Stock held by non-affiliates on the date of the filing of such registration statement to be issued upon conversion of the Convertible Debentures and the exercise of the Warrants (as defined in the Securities Purchase Agreement). The Company shall cause the Registration Statement to remain effective until all of the Registrable Securities have been sold. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a copy of the Initial Registration Statement to the Investors for their review and comment. In the event that the number of shares of Common Stock registered under the Initial Registration Statement for issuance upon conversion of the Convertible Debentures and/or the Warrants have been fully issued the Company shall prepare and file with the Commission SEC such amendments (including post-effective amendments), supplements to a Registration Statement covering and the resale of all of the Registrable Securities that are not then registered on an effective prospectus used in connection with such Registration Statement for an offering or a subsequent registration Statement (also referred to be made on as a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement” or “Subsequent Registration Statement”) within thirty (30) calendar days from receipt of notice from the Investor of such deficiency in the number of shares registered (also referred to as a “Scheduled Filing Deadline”). The Investors shall furnish comments on the Initial or Subsequent Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants within twenty-four (24) hours of securities in general, one or more registration statements on Form S-1 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 receipt thereof from the New Registration Statement (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderCompany.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-1, subject to the provisions of Section 2(e), 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” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a one or more new registration statement statements (a together, the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available S-1, subject to register for resale the Registrable Securities as a secondary offeringprovisions of Section 2(e); provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be 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 SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09 with respect to the Securities Act Rule 415, dated Jan. 26, 2009, compiled by the Commission’s Division of Corporation Finance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Warrant Shares held by such Holders), and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the such Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares and Warrant Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available S-1, subject 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 Section 2(e) (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a Filing Deadline, A. If at any time after the Company date hereof Compu-XXXX shall prepare and file with the Securities and Exchange Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon "SEC") a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New "Piggy-back Registration Statement”") under the Securities Act relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), Compu-XXXX shall send to the Subscribers written notice of such determination and, if within fifteen (15) days after the date of such notice, any Subscriber shall so request in either case covering writing, Compu-XXXX shall include in such Piggy-Back Registration Statement all or any part of the maximum number of Common Shares and/or Warrant Shares (collectively the "Registrable Securities permitted Securities") such Subscriber requests to be registered by the Commissionregistered, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary except that if, in connection with any underwritten public offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company managing underwriter(s) thereof shall be 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 SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth impose a limitation of on the number of Registrable Securities permitted to which may be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, included in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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 Piggy-Back Registration Statement (the “Remainder Registration Statements”"Underwriter Cutback") because, in such underwriter(s). No Holder will ' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then Compu-XXXX shall be named as an underwriter obligated to include in any such Piggy-Back Registration Statement without only such Holder’s consent, provided that limited portion of the as the underwriter shall permit (limited to zero if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holdernecessary).

Registration. (a) On or prior The Company shall cause the Aircraft to a Filing Deadlineremain duly registered, under the laws of the United States, in the name of the Company except as otherwise required by the Transportation Code; provided that the Loan Trustee shall, at the Company’s expense, execute and deliver all such documents as the Company may reasonably request for the purpose of continuing such registration. Notwithstanding the preceding sentence, the Company shall prepare and file with Company, at its own expense, may cause or allow the Commission Aircraft to be duly registered under the laws of any foreign jurisdiction in which a Registration Statement covering Permitted Lessee could be principally based, in the resale of all name 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 Company or of any nominee of the Company, or, if Rule 415 is not available for offers and sales of the Registrable Securities, required by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2applicable law, in the event name of any other Person (and, following any such foreign registration, may cause the Commission informs Aircraft to be re-registered under the laws of the United States); provided that in the case of jurisdictions other than those approved by the Loan Trustee with the consent of a Majority in Interest of Noteholders (i) if such jurisdiction is at the time of registration listed on Exhibit B, the Loan Trustee shall have received at the time of such registration an opinion of counsel to the Company to the effect that (A) this Indenture and the Loan Trustee’s right to repossession thereunder is valid and enforceable under the laws of such country, (B) after giving effect to such change in registration, the Lien of this Indenture shall continue as a valid Lien and shall be duly perfected in the new jurisdiction of registration and that all filing, recording or other action necessary to perfect and protect the Lien of this Indenture has been accomplished (or if such opinion cannot be given at such time, (x) the opinion shall detail what filing, recording or other action is necessary and (y) the Loan Trustee shall have received a certificate from a Responsible Officer of the Company that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a supplemental opinion to that effect shall be promptly delivered to the Loan Trustee subsequent to the effective date of such change in registration), (C) the obligations of the Registrable Securities cannotCompany under this Indenture shall remain valid, as a result binding and (subject to customary bankruptcy and equitable remedies exceptions and to other exceptions customary in foreign opinions generally) enforceable under the laws of such jurisdiction (or the laws of the application jurisdiction to which the laws of Rule 415such jurisdiction would refer as the applicable governing law) and Indenture and Security Agreement (American Airlines 2016-3 Aircraft EETC) [Reg. No.] (D) all approvals or consents of any government in such jurisdiction having jurisdiction required for such change in registration shall have been duly obtained and shall be in full force and effect, be registered for resale as a secondary offering and (ii) if such jurisdiction is at the time of registration not listed on a single registration statementExhibit B, the Company agrees promptly Loan Trustee shall have received (in addition to the opinions set forth in clause (i) above) at the time of such registration an opinion of counsel to inform each the Company to the effect that (A) the terms of this Indenture are legal, valid, binding and enforceable in such jurisdiction (subject to exceptions customary in such jurisdiction, provided that, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and to general principles of equity, any applicable laws limiting the remedies provided in Section 4.02 do not in the opinion of such counsel make the remedies provided in Section 4.02 inadequate for the practical realization of the Holders rights and benefits provided thereby), (B) that it is not necessary for the Loan Trustee to register or qualify to do business in such jurisdiction, (C) that there is no tort liability of the lender of an aircraft not in possession thereof and use its commercially reasonable efforts to file amendments under the laws of such jurisdiction other than tort liability that might have been imposed on such lender under the laws of the United States or any state thereof (it being understood that such opinion shall be waived if insurance reasonably satisfactory to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offering; Loan Trustee is provided, howeverat the Company’s expense, that prior to filing cover such amendment or New Registration Statement, risk) and (D) (unless the Company shall be obligated have agreed to provide insurance covering the risk of requisition of use its commercially reasonable efforts to advocate or title of the Aircraft by the government of such jurisdiction so long as the Aircraft is registered under the laws of such jurisdiction) that the laws of such jurisdiction require fair compensation by the government of such jurisdiction payable in currency freely convertible into Dollars for the loss of use or title of the Aircraft in the event of requisition by such government of such use or title. The Loan Trustee will cooperate with the Commission for Company in effecting such foreign registration. Notwithstanding the registration foregoing, prior to any such change in the country of all registry of the Registrable Securities in accordance with Aircraft, the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages following conditions shall be met (or waived as provided in Section 2(c), if any SEC Guidance sets forth a limitation 6.01(b) of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.Participation Agreement):

Registration. (a) On or prior to a before the 90th day after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the Commission a Registration Statement covering the resale of 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 Form F-3 or Form F-10 (or, if Rule 415 Form F-3 or Form F-10 is not then available to the Company, on such form of registration statement as is then available to effect a registration for offers and sales resale of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify ) (the “Initial Registration Statement”). The , that would permit the resale of the Registrable Securities, it being understood that if such Initial Registration Statement shall be on Form S-1 and shall contain is a Shelf Registration Statement, the Prospectus contained therein need not name the Holders nor otherwise identify the Registrable Securities if such Prospectus is supplemented with such information by the filing of a prospectus supplement thereto (except if otherwise required pursuant to written comments received from a “Prospectus Supplement”) following the Commission upon a review effectiveness of such Registration Statement. Subject to any Commission or OSC comments, such Initial Registration Statement (or, in the case of a Shelf Registration Statement, the applicable Prospectus Supplement) shall include a plan of distribution in substantially the “Plan of Distribution” section form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offeringExhibit A; provided, however, that prior to filing such amendment or New Registration Statement, the Company no Holder shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities named as an “underwriter” in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files in a New Registration Statement, as Prospectus Supplement without the case may be, under clauses (i) Holder’s prior written consent or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed if required by the Commission or the SEC Guidance provided OSC. Such Initial Registration Statement and, if applicable, Prospectus Supplement, also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Common Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Initial Registration Statement and, if applicable, Prospectus Supplement, shall not include any Common Shares or other securities of the Company or to registrants for the account of securities in general, one or more registration statements on Form S-1 or such any other form available to register for resale those Registrable Securities that were not registered for resale on person without the prior written consent of the Required Holders (but the Initial Registration Statement, as amended, or Statement may include a primary registration by the New Company). The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof), and any Prospectus Supplement, shall be provided by the “Remainder Registration Statements”). No Holder will be named as an underwriter Company to the Holders in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder accordance with Section 3(c) prior to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderits filing or other submission.

Registration. (a) On or prior to a the applicable Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by an existing and effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Holder may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement and each Subsequent Registration Statement, if any, shall be on Form S-1 S-3 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” section attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof Holder and use its commercially reasonable efforts to file amendments to the Initial Registration Statement Statement, or Subsequent Registration Statement, as required by the Commission and/or (ii) to withdraw the Initial applicable Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offeringS-3; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be 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 SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)Act Rules Compliance and Disclosure Interpretations Question 612.09. In the event the Company amends the Initial Registration Statement or Subsequent Registration Statement, or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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 S-3 (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a Filing Deadline, the The Company shall prepare and will file with the Securities and Exchange Commission (the “Commission”) a Registration Statement covering registration statement on Form S-3 registering the resale of all the shares of Common Stock issued to the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis Investors pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify Stock Purchase Agreement (the “Initial Registration StatementRegistrable Stock”)) under the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof, and shall thereafter take all reasonable necessary steps to qualify such resale under such state laws as the holders of Registrable Stock may reasonably request. The Initial Registration Statement costs and expenses directly related to such registration pursuant to this section, including, but not limited to, legal fees of the Company’s counsel, audit fees, printing expense, filing fees and fees and expenses relating to qualifications under state securities or blue sky laws shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required borne entirely by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offeringCompany; provided, however, that prior the persons for whose account the securities covered by such registration are sold shall bear the brokerage fees and commissions and discounts applicable to filing such amendment their shares and the fees and expenses of their own legal counsel, including the Investor’s Counsel (as defined in Section 1.2(c) below), and other advisors; provided, however, that the Company will reimburse the Investors for the reasonable legal fees and expenses of Investor’s Counsel (not to exceed $10,000), that are incurred in connection with the transactions contemplated by this Agreement. The Company shall use its best efforts to keep effective and maintain any registration, qualification, notification or New Registration Statementapproval specified in this section for the Effectiveness Period and, from time to time shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with applicable law. Notwithstanding anything to the contrary herein, the Company shall not be obligated required to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the include any Registrable Securities Stock in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary underwritten public offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants register the resale of securities the shares in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on an underwritten offering by the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderInvestors.

Registration. If, at any time, an IPO Entity's Initial Public Offering with respect to which the Holders have not been permitted to register all of their Registrable Securities pursuant to Section 2.1(a), (ai) On one or prior to a Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale more Holders of all Registrable Securities representing 25% or more of the Registrable Securities then outstanding request that are not then registered an IPO Entity file a registration statement on an effective Registration Statement Form S-3 or any successor form thereto for an a public offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of all or any portion of the Registrable Securities, by such other means of distribution shares of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of held by such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statementHolder or Holders, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments reasonably anticipated aggregate price to the Initial Registration Statement as required by the Commission and/or public of which would exceed $10 million, and (ii) such IPO Entity is a registrant entitled to withdraw use Form S-3 or any successor form thereto to register such securities, then such IPO Entity shall, as expeditiously as possible following such Request, use its best efforts to register under the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, Act on Form S-1 S-3 or such other any successor form available to register thereto, 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities public sale in accordance with the SEC Guidance. Notwithstanding intended methods of disposition specified in such Request or any other provision subsequent requests (including, without limitation, by means of a Shelf Registration) the Registrable Securities specified in such Request and any subsequent requests; provided, that if such registration is for an Underwritten Offering, the terms of Sections 2.1(b) and 2.1(d) shall apply (and any reference to "Demand Registration" therein shall, for purposes of this Agreement and subject Section 2.3, instead be deemed a reference to "S-3 Registration"). If the sole or lead managing Underwriter (if any) or the Majority Holders of the Registration shall advise the relevant IPO Entity in writing that in its opinion additional disclosure not required by Form S-3 is of material importance to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation success of the number offering, then such Registration Statement shall include such additional disclosure. Whenever an IPO Entity is required by this Section 2.3 to use its best efforts to effect the registration of Registrable Securities, each of the procedures and requirements of Sections 2.1(a) and 2.1(e) (including but not limited to the requirements that such IPO Entity (A) notify all Holders of Registrable Securities permitted from whom such Request for registration has not been received and provide them with the opportunity to be registered on a particular participate in the offering and (B) use its best efforts to have such S-3 Registration Statement as a secondary offering declared and remain effective for the time period specified herein) shall apply to such registration (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.reference in

Registration. (a) On or prior to a the Filing DeadlineDate, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all 100% 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 or415; provided, however, that if the Commission takes the position that the offering of some or all of the securities included in the Registration Statement are not eligible to be made on a delayed or continuous basis under the provisions of Rule 415, the Company shall amend the Registration Statement prior to its effectiveness to remove from the Registration Statement such portion of the Registrable Securities (the “Cut-back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 is not available for offers (collectively, the “Commission Restrictions”). In the event of a cut-back of the Registrable Securities pursuant to this Section 2(a) (“Cut-back”) and sales unless Commission Restrictions require otherwise, the registration of the Registrable Securities shall be subject to the priority of registration of the securities covered by the following Registration Rights Agreements which the Company shall assume: (i) that certain Registration Rights Agreement dated January 23, 2012, between the Company’s subsidiary and certain holders (the “Priority Shares”) and (ii) that certain Registration Rights Agreement dated April 20, 2012 (the “Private Placement Shares”), such that the shares of the Company’s Common Stock that are entitled to be included in the Registration Statement shall first be allocated to the Priority Shares, second to the Private Placement Shares, and third to the Registrable Securities. In the event of a Cut-back, the Registrable Securities that are entitled to be included in the Registration Statement shall first be allocated to the holders of the Registrable Common Stock on a pro-rata basis and second to the holders of the Warrant Shares on a pro-rata basis, unless the Commission Restrictions require otherwise. In the event that holders of securities, other than the Registrable Securities, by such other means of distribution the Priority Shares and the Private Placement Shares are entitled to registration rights (“Other Shares”), the securities that are entitled to be included in the registration shall first be allocated to the Priority Shares, second to the Private Placement Shares, third, to the Holders of Registrable Securities and, thereafter, to the Other Shares, subject to such allocation priorities as set forth in the Holders may reasonably specify (the “Initial Registration Statement”)registration rights agreements for such Other Shares. The Initial Registration Statement shall be on Form S-1 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” section substantially in the form attached hereto as Annex A. Notwithstanding A, with such changes as are reasonably required to respond to any comments to such section by the registration obligations set forth in this subsection (a) Commission and subsections (b) and (c) to comply with then applicable securities laws. Subject to the terms of this Section 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 as a secondary offering on a single registration statementAgreement, the Company agrees promptly (i) to inform each of the Holders thereof and shall use its commercially reasonable efforts to file amendments to the Initial cause such Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by declared effective under the CommissionSecurities Act as promptly as possible after the filing thereof, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company and shall be obligated to use its commercially reasonable efforts to advocate with keep such Registration Statement continuously effective under the Commission for Securities Act until the registration earlier of (A) the date that is two (2) years after the date on which all the shares of the Company’s Common Stock included in the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject are issued to the payment of liquidated damages in Section 2(c)Holders, if any SEC Guidance sets forth a limitation of (B) the number of Registrable Securities permitted date on which there ceases to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its outstanding any Registrable Securities, and (C) the number of date on which the Company receives an opinion from its legal counsel to the effect that all Registrable Securities to can be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in freely traded without the case that some Shares may be registered, to the Holders on continued effectiveness of a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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 StatementsEffectiveness Period”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a Filing Deadline, If at any time during the Company shall prepare and file with the Commission a Effectiveness Period there is not an effective Registration Statement covering the resale of all of the Registrable Securities that are not and (i) the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then registered on an effective equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Bank written notice of such determination and, if within five business days after receipt of such notice, the Bank shall so request in writing, the Company shall include in such Registration Statement for an offering resale all or any part of such Registrable Securities such holder requests to be registered; or (ii) the Company is then eligible to submit Registration Statements covering secondary offerings of its equity securities on Form S-3 (or any successor form) under the Securities Act, and the Bank requests, in writing, that the Company submit a Registration Statement covering all or part of the resale of the Registrable Securities for offerings to be made on a continuous basis pursuant to Rule 415 or415, if Rule 415 is then the Company shall, not available for offers and sales less than forty-five days after the receipt of such request, submit a Registration Statement on Form S-3 (or any successor form) covering the Registrable Securities; provided, by such other means of distribution of that, the Company shall not be required to register any Registrable Securities as pursuant to this Section 2(a) that are eligible for resale pursuant to Rule 144 promulgated under the Holders may reasonably specify (Securities Act or that are the “Initial Registration Statement”). The Initial subject of a then effective Registration Statement and provided further that the Company shall not be on Form S-1 and shall contain (except if otherwise required to effect registration pursuant to written comments received from the Commission upon a review of such Registration Statementrequest under clause (ii) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) above of this Section 2, in 2(a) more than once during any twelve (12) month period. Upon the event effectiveness of a Registration Statement covering 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 as a secondary offering on a single registration statementShares, the Company agrees promptly (i) to inform each of the Holders thereof and shall use its commercially reasonable efforts to file amendments to the Initial keep such Registration Statement as required by continuously effective under the Commission and/or Securities Act until the earlier of (iia) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering date on which the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all Bank no longer owns any of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Securities, if any SEC Guidance sets forth a limitation of the number of (b) until all Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing covered by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares have been sold or may be registered, sold without volume restrictions pursuant to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination Rule 144 as determined by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided counsel to the Company or pursuant to registrants of securities in generala written opinion letter to such effect, one or more registration statements on Form S-1 or such other form available addressed and acceptable to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or Company’s transfer agent and the New Registration Statement Bank (the “Remainder Registration StatementsEffectiveness Period”); and (c) June __, 2008. No Holder will be named as an underwriter in any The Company shall promptly notify the Bank via email of the effectiveness of the Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderStatement.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(c) 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” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or S-3 or, if the Company is ineligible to register the Registrable Securities on Form S-3, such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if the Commission or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, applied to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least one (1) Trading Day prior notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) abovein accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will shall be named as an underwriter “underwriter” in any Registration Statement without such HolderXxxxxx’s prior written consent, provided that if the Commission requires requests that any Holder be identified as a statutory underwriter in any Registration Statement, then such Holder will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register such Holder’s Registrable Securities shall be so named and such Holder does not consent, such Holder shall not be entitled to deemed satisfied or (ii) be included on as such in the Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderStatement.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) 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” section attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.Manual of

Registration. If, at any time after six months from the date hereof, either Dento-Med or National Patent proposes to file a registration statement under the Securities Act of 1933, as amended (athe company proposing to file such registration statement hereinafter called the "Registrant" and the other company hereinafter called the "other Company") On with respect to an offering by the Registrant for its own account or for the account of others of shares of the Registrant's common stock (other than a registration statement on forms S-4 or S-8 or any other registration statement pursuant to which the only shares registered are shares underlying, or issued pursuant to, stock options issued in connection with the provision to the Registrant of consulting or similar services), then the Registrant shall in each case give written notice of such proposed filing to the other Company at least 20 days prior to a Filing Deadlinethe anticipated filing date, and such notice shall offer the other Company the opportunity to register such number of shares of the Registrant's common stock issued to the other Company pursuant to this Agreement as the other Company may request (the shares so requested to be registered hereinafter called the "Registrable Securities"). The Registrant shall prepare and file with the Commission a Registration Statement covering the resale of all of include the Registrable Securities that are in any such registration which is not then registered on an effective Registration Statement for an underwritten and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of permit the Registrable Securities cannotto be included in such registration on the same terms and conditions as any similar securities Registrant included therein. Notwithstanding the foregoing, as a result if the managing underwriter or underwriters of such offering delivers an opinion to the other Company that the total amount of securities which they and the Registrant and any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of securities to be offered for the account of the application of Rule 415, other Company shall be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments reduced to the Initial Registration Statement as required by extent necessary to reduce the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number total amount of Registrable Securities permitted securities to be registered included in such offering to the amount recommended by the Commission, on Form S-1 such managing underwriter or such other form available to register for resale the Registrable Securities as a secondary offeringunderwriters; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission if securities are being offered for the registration account of all of other persons or entities as well as the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Company, if any SEC Guidance sets forth such reduction shall not represent a limitation greater fraction of the number of Registrable Securities permitted securities requested to be offered by the other Company than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they request to offer. In the event that any shares of the other Company are requested by the other Company to be registered on for sale by the Registrant pursuant to the foregoing provision in the case of a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts non-underwritten offering, or are in fact registered for sale pursuant to advocate with the Commission for the an effective registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (appliedstatement, in the case of an underwritten offering, then the Registrant shall be entitled, on one occasion only, to request in writing that some Shares may the other Company register any or all of the shares issued to the Registrant pursuant to this Agreement, and the other Company shall then use its best efforts to effect such registration and cause such registration to become effective within a reasonable time, provided that either National Patent or Dento-Med shall be registeredentitled, after six months from the date hereof, on one occasion only, to request in writing that the other company register any or all shares issued to the company making the request pursuant to this Agreement, and the other company shall then use its best efforts to effect such registration and cause such registration to become effective within a reasonable time, provided, however that (i) these rights shall expire three years from the date hereof, and (ii) shall be effective only if an exemption from registration is not available with respect to a proposed sale by the Registrant of its shares of the other Company's stock. In connection with any registration pursuant to this Section 4(e), the Registrant and the other Company shall provide to the other (and if required, to the Holders on a pro rata basis based on the total number of unregistered Shares held by underwriter) such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, customary indemnifications as the case may be, under clauses (i) or (ii) above, party to be indemnified shall reasonably request. Dento-Med shall not sell more than 50,000 shares of NPDC Common Stock during any six month period commencing six months from the Company will use its commercially reasonable efforts to file date hereof except with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants consent of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were National Patent. If Dento-Med does not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder will be named as an underwriter sell all of its 50,000 shares of NPDC Common Stock in any Registration Statement without such Holder’s consentgiven six-month period, it may sell any of its remaining shares (unsold in the prior period) in the next six-month period provided that if in no event may Dento-Med sell more than 50,000 shares of NPDC Common Stock in any sixty-day period. National Patent shall not sell more than 300,000 shares of DMI Common Stock during any six month period commencing six months from the Commission requires such Holder to be so named and such Holder date hereof except with the consent of Dento-Med. If National Patent does not consentsell all of its 300,000 shares of DMI Common Stock in any given six-month period, such Holder shall not be entitled to be included on such Registration Statement and it may sell any of its remaining shares (unsold in the provisions prior period) in the next six-month period provided that in no event may National Patent sell more than 300,000 shares of Section 2(c) DMI Common Stock in any sixty-day period. The restrictions above shall not apply with respect to such Holderany shares of DMI Common Stock currently held by National Patent.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection subsections (a) and subsections ), (b), (c) and (ce) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, Commission on Form S-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (or such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(d) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number Manual of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.Publicly Available Telephone Interpretations D.29 and

Registration. (a) On As promptly as possible after the Closing, and in any event on or prior to a Filing Deadlinethe seven-month anniversary of the effective date of the Reverse Merger, the Company shall cause the Public Parent to prepare and file with the Commission Commission, (prior to the filing by the Public Parent of any other registration statement after the effective date of the Reverse Merger other than a registration statement for the issuance of securities for cash or a registration statement on Form S-4), a registration statement (the “Registration Statement Statement”) covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement Note Shares and all of the Warrant Shares, and such other outstanding shares of Public Parent Common Stock (and outstanding securities convertible, exercisable or exchangeable for Public Parent Common Stock) as the Board of the Public Parent may determine in its discretion. Such registration shall be for an offering to be made on a delayed or continuous basis pursuant to Rule 415 orand each holder of such registrable shares shall be required to provide such information as the Public Parent reasonably requires for inclusion in such Registration Statement and shall sell such registered shares in accordance with the plan of distribution provided in such Registration Statement. The obligations of the Public Parent to include Note Shares and Warrant Shares or any other shares included in such Registration Statement in any such registration shall be subject to the limitations of applicable law (which include comments by the Commission with respect to any such registration statement), if including without limitation, any restriction on the number of such shares so that such offering is not deemed an offering by or on behalf of the Company or other restriction on the use of Rule 415 is not available for offers and sales of the Registrable Securities, by with respect to such other means of distribution of Registrable Securities as the Holders may reasonably specify registration statement (the “Initial Registration StatementLimitation”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments Subject to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration StatementLimitation, the Company shall be obligated cause the Public Parent to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject give priority to the payment of liquidated damages Note Shares and the Warrant Shares equal to all other securities included in Section 2(c)the Registration Statement (for example, and without limitation, if any SEC Guidance sets forth by virtue of a limitation of Commission comment the number of Registrable Securities permitted to be registered on a particular shares included in the Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities)must be reduced, unless otherwise directed in writing by a Holder as to its Registrable Securities, then the number of Registrable Securities to be registered on such shares of each holder whose shares are included in the Registration Statement will would be reduced by Registrable Securities represented the same percentage, except where, by Shares (appliedvirtue of Commission rules and regulations, in the case that some Shares may shares of different holders would be registered, required to the Holders on be treated differently and as a pro rata basis based on the total number result different percentages of unregistered Shares held by such Holders, subject to a determination shares would be accepted by the Commission that certain Holders must be reduced first based on the number of Shares held by in such Holdersregistration statement). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Section 214.02 of the Compliance & Disclosure Interpretations. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise) and second by Registrable Securities represented by Notes and the Conversion Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number aggregate principal amount of unregistered Shares the Notes held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)first. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission SEC a registration statement (including any related prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement, the “Registration Statement covering Statement”) to register, in accordance with the resale Securities Act, a number of all shares of Common Stock equal to 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution number of Registrable Securities as the Holders may reasonably specify Shares (the a “Initial Registration StatementRegistration”). The Initial Registration Statement shall be on Form S-1 and shall contain S-3 (except if otherwise required pursuant the Company is then ineligible to written comments received from register for resale the Commission upon Registrable Shares on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Shares as a review secondary offering) subject to the provisions of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Section 2.1(c). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 22.1, in the event the Commission SEC informs the Company that all of the Registrable Securities Shares cannot, as a result of the application of Rule 415415 promulgated under the Securities Act, as such Rule may be amended from time to time, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission SEC and/or (ii) to withdraw the Initial Registration Statement and file a new an alternative registration statement (a the “New Alternative Registration Statement”), in either case case, covering the maximum number of Registrable Securities Shares permitted to be registered by the Commission, SEC on Form S-1 S-3 or such other form available to register for resale the Registrable Securities Shares as a secondary offering; provided, however, that prior to filing such amendment or New Alternative Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission SEC for the registration of all of the Registrable Securities Shares in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities Shares permitted to be registered on a particular the Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission SEC for the registration of all or a greater number of Registrable SecuritiesShares), unless otherwise directed in writing by a Holder as to its Registrable SecuritiesShares, the number of Registrable Securities Shares to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, allocated to the Holders of such Registrable Shares in the following order of priority: first, on a pro rata basis based on the total number of unregistered Registrable Warrant Shares held by all such Holders; and second, subject to on a determination by the Commission that certain Holders must be reduced first pro rata basis based on the number of Registrable Preferred Shares held by all such Holders). Any Registrable Shares excluded or withdrawn from such Registration Statement shall be withdrawn from the Registration and the Company shall have no obligation to register such securities with the SEC. For the avoidance of doubt, the Holders are not entitled to participate in any registration of the Company’s capital stock other than a registration resulting from this Section 2.1. In the event the Company amends the Initial Registration Statement or files a New an Alternative Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 S-3 or such other form available to register for resale those Registrable Securities Shares that were not registered for resale on the Initial Registration Statement, as amended, or the New Alternative Registration Statement Statement, as amended (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or The Company agrees to effect the registration under the Securities Act and relevant blue sky laws of the shares of Common Stock issuable upon conversion of the Preferred Stock (the "Registration Shares") in order to permit their resale by the Purchaser, it being agreed for such purposes that the Company will have complied with its agreement to register shares hereunder if such registration statement covers the resale of that number of Registration Shares equal to twice the number of shares of Common Stock that would be issued if all of the Preferred Stock were to be converted on the day prior to a Filing Deadlinethe initial filing of such registration statement. The Company and the Purchaser shall cooperate in good faith in connection with the furnishing of information required for such registration and the taking of such other actions as may be legally or commercially necessary in order to effect such registration. Within 20 days following the date hereof, the Company shall prepare and file a registration statement on Form S-3 with the Commission a Registration Statement covering respect to the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 Shares and shall contain use its 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, (except if otherwise required pursuant i) promptly responding to written all comments received from the Commission upon staff of the SEC, (ii) providing the Purchasers' counsel with a review contemporaneous copy of all written communications from and to the staff of the SEC with respect to such registration statement, (iii) promptly preparing and filing amendments to such registration statement which are responsive to the comments received from the staff of the SEC, (iv) furnishing to each Purchaser such number of copies of each prospectus included in the registration statement for the Registration Shares, including each preliminary prospectus, each of which shall be in conformity with the requirements of the rules and regulations of the SEC, (v) notifying each Purchaser at any time when a prospectus relating to such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) Shares is required to be delivered under rules and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all regulations of the Registrable Securities cannot, SEC of the happening of any event as a result of which the application of Rule 415, be registered for resale as a secondary offering on a single prospectus included in the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Company agrees promptly (i) statements therein not misleading in the light of circumstances then existing, and at each Purchaser's request, preparing and furnishing to inform each it a reasonable number of copies of a supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registration Shares, such prospectus shall not include 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 light of the Holders thereof and use circumstances then existing, (vi) using its commercially reasonable commercial efforts to file amendments to the Initial cause all Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted Shares to be registered by included for trading on the CommissionNASDAQ Stock Market and (vii) in instances where an exemption from such qualification is not available, on Form S-1 or such other form available using its reasonable best efforts to register for resale or qualify the Registrable Securities Registration Shares under the securities or blue sky laws of such jurisdictions as a secondary offeringeach Purchaser shall reasonably request; provided, however, that prior the Company shall not be required to filing such amendment register or New Registration Statementqualify under the blue sky laws in states where the Company is already cleared. Once declared effective by the SEC, the Company shall be obligated cause such registration statement to use its commercially reasonable efforts to advocate with remain effective until the Commission for earlier of (i) the registration sale by the Purchaser of all shares of Common Stock so registered or (ii) the end of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision period during which shares of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)Preferred Stock remain convertible. In the event that the Company amends has not effected the Initial registration of the Registration Statement or files a New Registration Statement, as Shares within 90 days after the case may be, under clauses (i) or (ii) abovedate hereof, the Company will use its commercially reasonable efforts shall pay to file with the Commissioneach Purchaser by wire transfer, as promptly liquidated damages for such failure and not as allowed by a penalty, an amount in cash equal to $100,000 for each period of 30 consecutive days (or portion thereof) following the Commission or the SEC Guidance provided expiration of such 90-day period, such amounts to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale be due and payable on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”)last day of each such period. No Holder will be named as an underwriter in any Registration Statement without The payment of such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder liquidated damages shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.relieve the

Registration. (a) On or prior to a Filing Deadline, Piggy-Back Registrations. If at any time the Company shall ------------------------ determine to prepare and file with the Commission SEC a Registration Statement covering relating to an offering for its own account or the resale account of others under the Securities Act any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Investor, who is entitled to registration rights under this Section 2(a) written notice of such determination and, if within twenty (20) days after receipt of such notice, such Investor shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities such Investor requests to be registered, except that are not then registered if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on an effective the number of shares of Common Stock which may be included in the Registration Statement for because, in such underwriter(s)' judgment, such limitation is necessary to effect an offering orderly public distribution, then the Company shall be obligated to be made on a continuous basis pursuant to Rule 415 orinclude in such Registration Statement only such limited portion, if Rule 415 is not available for offers and sales of the Registrable Securitiesany, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannotwith respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments in proportion to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted sought to be included by such Investors; provided, -------- however, that the Company shall not exclude any Registrable Securities -------- unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement, and has also excluded any securities sought to be registered by officers and directors of the CommissionCompany; and provided, on Form S-1 or such other form available further, however, --------- -------- ------- that, after giving effect to register for resale the immediately preceding proviso, any exclusion of Registrable Securities as a secondary offeringshall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement to the extent such pro rata allotment is permitted under the Company's currently existing agreements with such holders of the Company's securities. No right to registration of Registrable Securities under this Section 2(a) shall be construed to limit any registration required under Section 2(b) hereof. The obligations of the Company under this Section 2(a) shall expire (i) after the Company has afforded the opportunity for the Investors to exercise registration rights under this Section 2(a) for two registrations; provided, however, that prior any Investor -------- ------- who shall have had any Registrable Securities excluded from any Registration Statement in accordance with this Section 2(a) shall be entitled to filing such amendment or New include in an additional Registration Statement, Statement filed by the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of Registrable Securities so excluded or (ii) when all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding held by any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares Investor may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held sold by such Holders, subject to a determination by Investor under Rule 144 under the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses Securities Act (i"Rule 144") or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in within any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderthree-month period.

Registration. (a) On or prior Subject to a Filing Deadlinethe limitations set forth in this Agreement, if the Company shall prepare and at any time within one (1) year of the date hereof proposes to file on its behalf and/or on behalf of any of its security holders ("the demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934) of the Company, it will give written notice to the Holders at least 15 days before the initial filing with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations , which notice shall set forth in this subsection (a) and subsections (b) and (c) the intended method of this Section 2, in the event the Commission informs the Company that all disposition 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 agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted securities proposed to be registered by the CommissionCompany. The notice shall offer to include in such filing the aggregate number of shares of Restricted Shares as the Holders may request, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; providedsubject, however, to the provisions of this Section 1(a) below. If the Holders desire to have Restricted Shares registered under this Section 1, they shall advise the Company in writing within 10 days after the date of receipt of such offer from the Company, setting forth the amount of such Restricted Shares for which registration is requested, not to exceed 25% of the Restricted Securities received by such Holder in the Merger (subject to adjustment for stock splits, stock dividends and similar reclassifications affecting the Common Stock). The Company shall thereupon include in such filing the number of shares of Restricted Shares of each Holder for which registration is so requested, subject to the following provisions of this paragraph. In the event that prior to filing such amendment the proposed registration by the Company is, in whole or New Registration Statementin part, an underwritten public offering of securities of the Company, the Company shall not be obligated required to use its commercially reasonable efforts include any of the Restricted Shares in such underwriting unless Holders agree to advocate with accept the Commission for offering on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through the underwriters under such registration and provided further, that: (i) if the managing underwriter determines and advises the Company that the inclusion of all Restricted Shares proposed to be included by the Holders in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by the persons other than the Holders, the Company and any holder who has exercised demand registration rights with respect to such registration (the "Other Shares") would jeopardize the success of the Registrable Securities Company's offering, then (x) the Company shall be required to include in accordance with the SEC Guidance. Notwithstanding offering (in addition to the number of shares to be sold by the Company and any other provision demanding security holder) only that number of this Agreement Restricted Shares that the managing underwriter believes will not jeopardize the success of the Company's offering and (y) the number of Restricted Shares and Other Shares included in such underwritten public offering shall be reduced pro rata based upon the number of shares of Restricted Shares and Other Shares requested by the holders thereof to be registered in such underwritten public offering subject to the payment provisions of liquidated damages in Section 2(cthat certain Investors' Rights Agreement between the Company and Phoenix House Investments, LLC, Toshiba Corporation and Fischer International Systems Corporation (collectively, the "Prior Xxxxxxx"), if any SEC Guidance sets forth a limitation of requiring that such reduction in the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary Other Shares included in such offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, not reduce the number of Registrable Securities to be registered on such Registration Statement will be reduced Other Shares owned by Registrable Securities represented by Shares (applied, the Prior Holders included in the Offering, below 30% of the total amount of securities included in the offering; and (ii) in each case that some all Restricted Shares may be registered, to owned by the Holders on a pro rata basis based on which are not included in the total number of unregistered Shares held by such Holders, underwritten public offering shall be subject to a determination customary underwriter "lock-up" arrangements and not sold or otherwise transferred by the Commission that certain Holders must be reduced first based on for a period, not to exceed one hundred eighty (180) calendar days, which the number of Shares held by such Holders)managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. In the event the Company amends chooses a registration form which limits the Initial Registration Statement size of the offering, either in terms of the number of shares or files a New Registration Statement, as the case may be, under clauses (i) or (ii) abovedollar amount, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled required to include in the offering (in addition to the number of shares to be included on sold by the Company and any demanding security holder) Restricted Shares which would exceed such Registration Statement limits and the provisions number of Section 2(c) Restricted Shares and Other Shares included in such underwritten public offering shall not apply with respect be reduced pro rata based upon the number of shares of Restricted Shares and Other Shares requested by the holders thereof to be registered in such Holderunderwritten public offering.

Registration. (a) On or prior Subject to a Filing Deadlinethe terms and conditions of this Agreement, the Company shall (i) prepare and file file, no later than one hundred eighty (180) days from the date hereof, with the Commission SEC a registration statement on Form S-1 (or similar form) under the Securities Act (the “S-1 Registration Statement covering Statement”) for the resale by the Buyer of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, (ii) if it becomes eligible to file a registration statement on Form S-3 under the Securities Act, prepare and file, no later than ninety (90) days from the date it becomes eligible to file a registration statement on Form S-3, a registration statement on Form S-3 for the resale by such other means the Buyer of distribution of all Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New S-3 Registration Statement”), and (iii) if due to an increase in either case covering the maximum number of Registrable Shares under the Securities permitted to Purchase Agreement or the Certificate of Designation there are Registrable Shares that are not registered under the S-1 Registration Statement or the S-3 Registration Statement, prepare and file, within sixty (60) days of the date of such an increase a new S-1 Registration Statement or S-3 Registration Statement, as applicable, so that all the Registrable Shares may be registered resold by the CommissionBuyer (the “Revised Registration Statement” and, on Form together with the S-1 Registration Statement and the S-3 Registration Statement, the “Registration Statements”). The Company shall keep the Registration Statement “Evergreen” for the life of the Series C Preferred Stock or such other form until Rule 144 of the Securities Act is available to register for resale the Registrable Securities Buyer with respect to all of the Conversion Shares whichever is later. The Company shall retain, and pay at its sole expense, a law firm to file the Registration Statement subject to the reasonable approval of a majority of the Required Holders (as a secondary offeringdefined in the Certificate of Designation) of the Buyer; provided, however, that prior in no event shall the Company be required to retain any law firm in addition to its current securities counsel for purposes of this Agreement. Prior to the filing such amendment or New of the Registration StatementStatement with the SEC, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration furnish a copy of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New to the Buyer for their review and comment. The Buyer shall furnish comments on the Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided Statement to the Company or to registrants within twenty-four (24) hours of securities in general, one or more registration statements on Form S-1 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 receipt thereof from the New Registration Statement (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderCompany.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except that if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). (i) Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statementstatement or that any Holder must be named as an underwriter in the Registration Statement, the Company agrees to promptly (ix) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iiy) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09, in each case without naming any Holder as an underwriter in the Registration Statement. The Lead Investor shall have the right to comment or have their counsel comment on any written submission made to the staff of Commission (the “Staff”) with respect to any disclosure specifically relating to the Lead Investor. No such written submission shall be made to the Staff containing disclosure specifically relating to the Lead Investor to which the Lead Investor’s counsel reasonably objects. (ii) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.4

Registration. (a) On or prior Right to a Filing Deadline, Include Registrable Stock. If the Company shall prepare and file proposes to register any of its securities under the 1933 Act in connection with the Commission public offering of such securities solely for cash (other than a Registration Statement covering the resale of all of the Registrable Securities that are not then registered registration on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 orForm S-4 or Form S-8, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify or any successor or similar forms) (the “Initial Registration Statement”"Offering"). The Initial Registration Statement shall be on Form S-1 and shall contain , it will each such time promptly (except if otherwise required pursuant to written comments received from but not later than 30 days before the Commission upon a review anticipated date of filing such Registration Statement) give written notice to each Holder, it being understood that the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the Bridge Lenders will not be entitled to notice or registration obligations set forth in this subsection (a) and subsections (b) and (c) of under this Section 2, in 2(a) until six months from the event close of the Commission informs Bridge Financing. Upon the Company that all written request of any of the Holders made within 15 days after the receipt of any such notice (which request shall specify 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 agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted intended to be registered by the Commission, on Form S-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration disposed of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by Holders and the Commission that certain Holders must be reduced first based on the number intended method of Shares held by such Holdersdistribution thereof). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file effect the registration under the 1933 Act of all Registrable Securities which the Company has been requested to register by any of the Holders in accordance with the Commissionintended methods of distribution specified in such request; provided that (i) if, as promptly as allowed at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) in case of a determination by the Commission or the SEC Guidance provided Company to delay registration of its securities, the Company or will be permitted to registrants delay the registration of securities Registrable Securities for the same period as the delay in general, one or more registration statements on Form S-1 or registering such other form available to register for resale those Registrable Securities securities; provided, -------- however, that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of this Section 2(c) shall 2 will not apply with respect be deemed to such Holderlimit or ------- otherwise restrict the rights of the Holders under Section 3.

Registration. The Investor shall be entitled to one demand registration right relating to the registration under the Securities Act of the Common Stock issuable upon conversion of the Preferred Stock (the “Restricted Stock”) (a) On or prior to a Filing Deadline, within thirty (30) days after the Company shall prepare and file with the Commission a Registration Statement covering the resale of all occurrence of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis earlier of (i) the first anniversary of the Closing date of (ii) the conversion of the Preferred Stock into Common Stock pursuant to Rule 415 or, if Rule 415 is not available for offers and sales the terms of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections Term Sheet or (b) at the time at which demand to register other restricted stock of the Company (other than employee stock options on Form S-8) is made by the holders thereof. In addition, the Investor shall have, for a period of three (3) years after the Closing Date, so called “piggy back” registration rights with respect to the Restricted Stock in case the Company undertakes to sell shares of Common Stock in an underwritten public offering pursuant to a registration statement under the Securities Act. Such rights shall be subject to customary limitations imposed by the underwriters, or customary terms and (c) of this Section 2conditions to be mutually agreed upon by the Company and such Investor. In addition, in the event the Commission informs an Investor becomes an Affiliate of the Company that all or is deemed an Affiliate of the Registrable Securities cannotCompany, as a result then such Investor shall be entitled to one demand registration right relating to the registration of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, Securities under the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offeringAct; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be 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 SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled available to be included on such Registration Statement the Investor if the Investor has exercised his registration right pursuant to one of the alternatives set forth above. The Company shall bear all expenses in connection with the Company’s registration of the Securities pursuant to this Section 5.3, provided, however, that the Investor shall bear the costs of all underwriting discounts and selling commissions and similar fees applicable to the provisions sale of Section 2(c) shall not apply with respect to such Holderthe Securities and fees and expenses of its legal counsel and all transfer taxes.

Registration. (ai) On If the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holder) any of its securities under the Securities Act (a “Company Registration”) in connection with the public offering of such securities solely for cash or prior the resale of securities held by stockholders of the Company other than the Holder on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting registration of such Shares for resale) (the “Registration Statement”) (other than a Filing Deadlineregistration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) in connection with any merger or (vi) any other similar transactions), and the Holder at that time holds Registrable Shares, the Company shall, at such time, promptly give the Holder notice of such Company Registration. Upon the request of the Holder given within five (5) days after such notice is given by the Company, the Company shall, subject to the provisions of this Section 14, cause to be registered all of the Registrable Shares that the Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw the Registration Statement before the effective date of such registration, whether or not the Holder has elected to include any of the Registrable Shares in such registration. The Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an SEC such amendments (including post-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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (aamendments) and subsections (b) supplements to any Company Registration and (c) of this Section 2, any prospectus used in the event the Commission informs the connection with such Company that all of the Registrable Securities cannotRegistration, as a result of the application of Rule 415may be necessary to keep such Company Registration effective, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages permitted delays described in Section 2(c)14(a)(v) hereof and, if any SEC Guidance sets forth a limitation during such period, comply with the provisions of the number Securities Act with respect to the disposition of all Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that Shares of the Company used commercially reasonable efforts to advocate with covered by the Commission for Company Registration until such time as there are no remaining Registrable Shares. Should the registration of all or Company file a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, post-effective amendment to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) aboveRegistration, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed have such filing declared effective by the Commission or SEC within thirty (30) consecutive business days following the date of filing, which such period shall be extended for an additional thirty (30) business days if the Company receives a comment letter from the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderconnection therewith.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e), 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” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other 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 Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by as follows: the Company shall reduce the Registrable Securities represented to be included by Shares (applied, in the case that some Shares may be registered, to the all Holders on a pro rata basis based on the total number of unregistered Shares Registrable Securities held by such HoldersHolders (with each Holder deciding, in its sole discretion, the manner in which its Registrable Securities subject to reduction shall be reduced), subject to a determination by the Commission that certain Holders must be reduced first before other Holders based on the number of Shares Registrable Securities held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to the Company 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 each, a “Remainder Registration StatementsStatement”). No Holder will Notwithstanding anything to the contrary contained herein, the Company shall not permit any securities to be named as an underwriter in any registered on the Registration Statement without such Holder’s consentother than Registrable Securities. In addition, provided that if until the Commission requires such Holder to be so named and such Holder does not consentInitial Registration Statement has been declared effective by the Commission, such Holder the Company shall not be entitled file another registration statement under the Securities Act relating to be included the offer and sale of any shares of Common Stock or Common Stock Equivalents, except (x) a registration statement on such Form S-8 relating to employee benefit plans or (y) in connection with that certain registration statement on Form S-1, Registration Statement and No. 333-183279, filed by the provisions Company prior to the date hereof or the shares of Section 2(c) shall not apply with respect to such HolderCommon Stock covered thereby.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 22 , 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number Manual of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.Publicly Available Telephone Interpretations D.29 and

Registration. (a) On or prior to a Filing DeadlineIf at any time during the Warrant Exercise Term, the Company shall determine to prepare and file with the Commission a Registration Statement covering registration statement under the resale Securities Act of 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 or1933, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify amended (the “Initial Registration StatementSecurities Act”). The Initial Registration Statement shall be ) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than a registration statement on Form S-1 and S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall contain (except if otherwise required pursuant send to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) each holder of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement Warrant (a “New Registration StatementHolder”)) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statementwriting, the Company shall include in such registration statement all or any part of such Warrant Shares which such Holder requests to be obligated registered, subject to use customary underwriter cutbacks applicable to all holders of registration rights, provided that if at any time after giving written notice of its commercially reasonable efforts intention to advocate with register any securities and prior to the Commission for effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (A) in the Registrable Securities case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay expenses in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c4.5 hereof), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering and (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, B) in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 4(a) for the same period as the delay in registering such other securities. Notwithstanding the foregoing, the Company shall not be required to register any Warrant Shares pursuant to this Section 4(a) that are eligible for resale pursuant to Rule 144(b) promulgated under the Securities Act or that are the subject of a then effective registration statement. For the purpose of the foregoing, inclusion of the Warrant Shares by the Commission Holder in a registration statement under a condition that certain Holders must be reduced first based on the number offer and/or sale of such Warrant Shares held by such Holders). In not commence until a date not to exceed the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses greater of (i) the expiration of the Lock-Up Period with respect to the Warrant Shares or (ii) above, 90 days from the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants effective date of securities in general, one or more such registration statements on Form S-1 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”). No Holder will statement shall be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder deemed to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply in compliance with respect to such Holderthis sub-paragraph.

Registration. (a) On or prior to a Filing DeadlineIf at any time during the Warrant Exercise Term, the Company shall determine to prepare and file with the Commission a Registration Statement covering registration statement under the resale Securities Act of 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 or1933, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify amended (the “Initial Registration StatementSecurities Act”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant ) relating to written comments received from an offering for its own account or the Commission upon a review account of such Registration Statement) others under the “Plan Securities Act of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) any of this Section 2its equity securities, 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 as a secondary offering on a single registration statement, the Company agrees promptly other than (i) to inform each of that certain registration statement on Form S-3 with the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or SEC File No. 333-161220 or (ii) to withdraw the Initial Registration Statement and file a new registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each holder of this Warrant (a “New Registration StatementHolder”)) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statementwriting, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the include in such registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of statement all or a greater number any part of Registrable Securities), unless otherwise directed in writing by a such Warrant Shares which such Holder as requests to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number customary underwriter cutbacks applicable to all holders of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consentrights, provided that if at any time after giving written notice of its intention to register any securities and prior to the Commission requires effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (A) in the case of a determination not to register, shall be so named relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4.5 hereof), and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 4(a) for the same period as the delay in registering such Holder does not consentother securities. Notwithstanding the foregoing, such Holder the Company shall not be entitled required to register any Warrant Shares pursuant to this Section 4(a) that are eligible for resale pursuant to Rule 144(b) promulgated under the Securities Act or that are the subject of a then effective registration statement. For the purpose of the foregoing, inclusion of the Warrant Shares by the Holder in a registration statement under a condition that the offer and/or sale of such Warrant Shares not commence until a date not to exceed 90 days from the effective date of such registration statement shall be deemed to be included on such Registration Statement and the provisions of Section 2(c) shall not apply in compliance with respect to such Holderthis sub-paragraph.

Registration. (a) On or prior Request. Prior to a Filing Deadlinethe fifth anniversary of the Distribution, any Holder(s) of Registrable Securities (collectively, the “Initiating Holder”) shall have the right to request that the Company shall prepare and file with the Commission a Registration Statement covering with the resale of SEC on the appropriate registration form for all or part 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 or, if Rule 415 is not available for offers and sales of the Registrable Securitiesheld by such Holder, by such other means delivering a written request thereof to the Company specifying the number of distribution shares of Registrable Securities as the Holders may reasonably specify such Holder wishes to register (the a “Initial Registration StatementDemand Registration”). The Initial Company shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, and (ii) shall use its commercially reasonable efforts to cause the Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from become effective in respect of each Demand Registration in accordance with the Commission upon a review intended method of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations distribution set forth in this subsection (a) the written request delivered by the Holder as expeditiously as possible, and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and shall use its commercially reasonable efforts to file amendments to the Initial such Registration Statement as required within 20 days of receipt of such request. The Company shall include in such Registration all Registrable Securities with respect to which the Company receives, within the 10 days immediately following the receipt by the Commission and/or Holder(s) of such notice from the Company, 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. For purposes of clarification, the Company can satisfy its obligation under this Section 2.1(a) to file a Registration Statement by filing a Shelf Registration Statement and can satisfy its obligation to complete a Demand Registration by filing a Prospectus under an effective Shelf Registration Statement that covers (i) the Registrable Securities requested by the Holders to be registered in accordance with this Section 2.1(a) and (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number plan of Registrable Securities permitted to be registered distribution requested by the Commission, on Form S-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such participating Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) 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” section attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the 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. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such HoldersHolders (or would be held by such Holders if the Convertible Notes held by such Holders were converted), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (ai) On If at any time BPMC proposes to register any of its equity securities (the "Basic Securities") under the Securities Act (other than a registration on Form S-4 or Form S-8) whether or not for sale for its own account, it will each such time give at least twenty (20) days prior written notice to a Filing Deadlineall Holders of Registrable Securities of its intention to do so and of such Holders' rights under this Section 2. Upon the written request of any such Holder made within twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), BPMC will use its best efforts to effect the Company shall prepare and file with registration under the Commission a Registration Statement covering the resale Securities Act of all Registrable Securities (on a pro-rata basis with any other equity securities which BPMC is seeking to register pursuant to incidental registration but subject to the priorities set forth in Section 2(ii) below) which BPMC has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities that are not then registered on an effective Registration Statement for an offering so to be made on a continuous basis pursuant registered; provided that if, at any time after giving written notice of its intention to Rule 415 or, if Rule 415 is not available for offers register any securities and sales prior to the effective date of the Registrable Securitiesregistration statement filed in connection with such registration BPMC shall determine for any reason not to register such securities, by BPMC may, at its election, give written notice of such other means of distribution determination to each Holder of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement and, thereupon, shall be on Form S-1 and shall contain (except if otherwise required relieved of its obligation to register any Registrable Securities in connection with such registration. BPMC will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. Subject to the terms of any agreement between the General Partner and a Limited Partner with respect to OP Units held by such Limited Partner that includes provisions relating to registration rights (each a “Separate Registration Rights Agreement”): (a) On or prior Shelf Registration of the REIT Shares. Following the date on which the General Partner becomes eligible to use a Filing Deadlineregistration statement on Form S-3 for the registration of securities under the Securities Act (the “S-3 Eligible Date”) and within the time period that may be agreed by the General Partner and a Limited Partner, the Company General Partner shall prepare and file with the Commission a Registration Statement covering the resale of all shelf registration statement under Rule 415 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement Act (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to or any similar rule that may be registered adopted by the Commission, on Form S-1 or covering (i) the issuance of REIT Shares issuable upon redemption of the OP Units held by such other form available Limited Partner (“Redemption Shares”) and/or (ii) the resale by the holder of the Redemption Shares, with respect to register for resale OP Units issued prior to the Registrable Securities as a secondary offeringS-3 Eligible Date; provided, however, that prior the General Partner shall be required to filing file only two such amendment or New Registration Statementregistrations in any 12-month period. In connection therewith, the Company shall be obligated to General Partner will: (1) use its commercially reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on have such Registration Statement will be reduced declared effective; (2) furnish to each holder of Redemption Shares such number of copies of prospectuses, and supplements or amendments thereto, and such other documents as such holder reasonably requests; (3) register or qualify the Redemption Shares covered by Registrable Securities represented by the Registration Statement under the securities or blue sky laws of such jurisdictions within the United States as any holder of Redemption Shares (appliedshall reasonably request, in the case that some Shares and do such other reasonable acts and things as may be registeredrequired of it to enable such holders to consummate the sale or other disposition in such jurisdictions of the Redemption Shares; provided, however, that the General Partner shall not be required to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) qualify as a foreign corporation or consent to a general or unlimited service or process in any jurisdictions in which it would not otherwise be required to be qualified or so consent or (ii) above, the Company will qualify as a dealer in securities; and (4) otherwise use its commercially reasonable best efforts to file comply with all applicable rules and regulations of the Commission, as promptly as allowed by the Commission . 59 The General Partner further agrees to supplement or the SEC Guidance provided make amendments to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial each Registration Statement, if required by the rules, regulations or instructions applicable to the registration form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for such Registration Statement. Each Limited Partner agrees to furnish to the General Partner, upon request, such information with respect to the Limited Partner as amendedmay be required to complete and file the Registration Statement. In connection with and as a condition to the General Partner’s obligations with respect to the filing of a Registration Statement pursuant to this Section 8.05, each Limited Partner agrees with the General Partner that: (x) it will not offer or sell its Redemption Shares until (A) such Redemption Shares have been included in a Registration Statement and (B) it has received copies of a prospectus, and any supplement or amendment thereto, as contemplated by Section 8.05(a) hereof, and receives notice that the Registration Statement covering such Redemption Shares, or any post-effective amendment thereto, has been declared effective by the Commission; (y) if the General Partner determines in its good faith judgment, after consultation with counsel, that the use of the Registration Statement, including any post effective amendment thereto, or the New use of any prospectus contained in such Registration Statement would require the disclosure of important information that the General Partner has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the General Partner’s ability to consummate a significant transaction, upon written notice of such determination by the General Partner, the rights of each Limited Partner to offer, sell or distribute its Redemption Shares pursuant to such Registration Statement or prospectus or to require the General Partner to take action with respect to the registration or sale of any Redemption Shares pursuant to a Registration Statement (the “Remainder Registration Statements”). No Holder including any action contemplated by this Section 8.05) will be named as suspended until the date upon which the General Partner notifies such Limited Partner in writing (which notice shall be deemed sufficient if given through the issuance of a press release) that suspension of such rights for the grounds set forth in this paragraph is no longer necessary; provided, however, that the General Partner may not suspend such rights for an aggregate period of more than 90 days in any 12-month period; and (z) in the case of the registration of any underwritten equity offering proposed by the General Partner (other than any registration by the General Partner on Form S-8, or a successor or substantially similar form, of (A) an employee share option, share purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a dividend reinvestment plan), each Limited Partner will agree, if requested in writing by the managing underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of any REIT Shares or Redemption Shares (or any option or right to acquire REIT Shares or Redemption Shares) during the period commencing on the tenth day prior to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary equity offering or, if such offering shall be a “take-down” from an effective shelf registration statement, the tenth day prior to the expected commencement date (which date shall be stated in such notice) of such offering, and ending on the date specified by such managing underwriter in such written request to the Limited Partners; provided, however, that no Limited Partner shall be required to agree not to effect any Registration Statement without such Holder’s consentoffer, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions sale or distribution of Section 2(c) shall not apply with respect to such Holder.its

Registration. (ai) On The Company shall advise each Holder or its transferee, whether the Holder holds a Placement Agent Warrant Placement Agent Warrant and holds the Underlying Securities, by written notice at least four weeks prior to a Filing Deadline, the filing of any post-effective amendment to the Registration Statement or of any new registration statement or post-effective amendment thereto covering any securities of the Company shall prepare for its own account or for the account of others and file with will, for a period of four years commencing one year from the Commission effective date of the Registration Statement, upon the request of any such Holder, include in any such post-effective amendment or registration statement, such information as may be required to permit a Registration Statement covering the resale public offering by such Holder of all or any of the Underlying Securities or Underlying Warrant Shares (the "Registrable Securities that are not then registered on an effective Registration Statement for an offering Securities"). The Company shall supply prospectuses and such other documents as the Holders may request in order to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales facilitate the public sale or other disposition of the Registrable Securities, by such other means of distribution of use its best efforts to register and qualify the Registrable Securities for sale in such states as such Holders designate and do any and all other acts and things which maybe necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Registrable Securities, and shall indemnify the Holders may reasonably specify in the manner provided in subparagraph (the “Initial Registration Statement”)c) below. The Initial Registration Statement Holders shall be on Form S-1 furnish information 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” section attached hereto indemnification as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and subparagraph (c) below except that the maximum amount which may be recovered from any Holder shall be limited to the amount of this Section 2, in proceeds received by the event Holder from the Commission informs the Company that all sale 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 agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. The Company agrees to register the shares of Common Stock underlying this Warrant pursuant to the terms of the Agreement and the Registration Rights Agreement dated June , 1998. In addition to the foregoing, the Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") On 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 Act or prior pursuant to a Filing DeadlineForm S-8) and must be notified in writing of such filing. 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 shall prepare and file with the Commission a Registration Statement covering the resale of all of may require that the Registrable Securities that are not then registered on an effective Registration Statement requested for an offering to be made on a continuous basis inclusion pursuant to Rule 415 or, if Rule 415 is not available for offers this Section be included in the underwriting on the same terms and sales conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review underwriter evidenced in writing of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as offering only a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum 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 be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-1 or underwriter in such other form available offering bears to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holders, subject offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to a determination the foregoing provisions of this Section (and all other Registrable Securities held by the Commission that certain Holders must selling stockholders) shall be reduced first based on withheld from the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed market by the Commission or Holders thereof for a period, not to exceed one hundred eighty (180) days, which the SEC Guidance provided underwriter may reasonably determine is necessary in order to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or effect 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderunderwritten offering.

Registration. (a) On Following each Closing, on or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are issued or issuable in connection with the such Closing or any prior Closing not then registered on already covered by an existing and effective Registration Statement (other than, in the case of a Registration Statement in connection with the First Closing only, the Delayed Registrable Securities) 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 such Registrable Securities, by such other means of distribution of such Registrable Securities as the Holders may reasonably specify (collectively, the “Initial Registration StatementStatements”). The Initial Registration Statement Statements shall be on Form S-1 such form that is available to register for resale the Registrable Securities as a secondary offering subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities to be registered on an Initial Registration Statement 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 agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the such Initial Registration Statement as required by the Commission and/or (ii) to withdraw the such Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of the applicable Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the applicable Registrable Securities in accordance with the SEC Guidance, including without limitation, Interpretive Response 612.09 of the Commission’s Securities Act Rules Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securitiesshares of Common Stock), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Company shall first remove all Piggyback Securities from such Registration Statement. If, after such removal, the Company is still required to reduce the number of shares of Common Stock registered on such Registration Statement, then the number of applicable Registrable Securities to be registered on such Registration Statement will first be reduced by applicable Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), second by applicable 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), and third by applicable Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Conversion Shares held by such Holders). In the event the Company amends the an Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those applicable Registrable Securities that were not registered for resale on the such Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No In addition, in the event that the Commission requires a Holder will seeking to resell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in any such Registration Statement without Statement, then, in each such Holder’s consentcase, provided that if the Commission requires such Holder Company shall reduce the total number of Registrable Securities to be so named and such registered on behalf of the Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement Statement, until such time as the Commission does not require such identification or until the Holder accepts such identification and the provisions manner thereof. If, notwithstanding any such reduction, the Commission still requires that the Holder be specifically identified as an “underwriter” in order to permit such Registration Statement to be declared effective, the Holder may, at its option, elect to have no Registrable Securities of Section 2(c) the Holder be included in such Registration Statement; provided that, if the Company has resolved all other comments of the Commission to the Registration Statement on or prior to the Effectiveness Deadline, then as of the date of such election by the Holder, such Registration Statement shall not apply with respect be deemed to such Holderhave been declared effective as of the Effectiveness Deadline.

Registration. (a) On If at any time the Company proposes to register under the Securities Act any shares of Common Stock for sale for its own account other than (i) any registration relating to any employee benefit or prior similar plan, any dividend reinvestment plan, or any acquisition by or business combination involving the Company or any of its subsidiaries or (ii) pursuant to a Filing Deadlineregistration statement filed in connection with an exchange offer, or if Lehman Brothers Merchant Banking Partners, has requested that the Xxxxxny file a registration statement to effect registration of shares of Common Stock owned by it pursuant to the terms of a written registration rights agreement, including Section 5.02(b) of this Agreement, the Company shall prepare and file give written notice to each Holder at least 20 days prior to the initial filing of such registration statement with the Commission a SEC pertaining thereto (an "Incidental Registration Statement") informing such Holder of its intent to file such Incidental Registration Statement covering and of such Holder's rights, if any, under this Section 5.01 to request the resale of all registration of the Registrable Securities that are not then registered on an effective Registration Statement for an offering held by such Holder. Upon the written request of any such Holder made within 10 days after any such notice is given (which request shall specify the Registrable Securities intended to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales disposed of the Registrable Securities, by such other means Holder and the intended method of distribution thereof), the Company shall use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs which the Company that all has been so requested to register by the Holders, to the extent required to permit the disposition of the Registrable Securities cannotso requested to be registered, as including, if necessary, by filing with the SEC a result of the application of Rule 415, be registered for resale as post-effective amendment or a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments supplement to the Initial Incidental Registration Statement as or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the Commission and/or (ii) rules, regulations or instructions applicable to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered form used by the Commission, on Form S-1 or Company for such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Incidental Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission Securities Act or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such by any 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named rules and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderregulations thereunder.

Registration. The Company agrees to register the shares of Common Stock underlying this Warrant pursuant to the terms of the Agreement and the Registration Rights Agreement dated October ____, 1998. In addition to the foregoing, the Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") On 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 Act or prior pursuant to a Filing DeadlineForm S-8) and must be notified in writing of such filing. 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 shall prepare and file with the Commission a Registration Statement covering the resale of all of may require that the Registrable Securities that are not then registered on an effective Registration Statement requested for an offering to be made on a continuous basis inclusion pursuant to Rule 415 or, if Rule 415 is not available for offers this Section be included in the underwriting on the same terms and sales conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review underwriter evidenced in writing of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as offering only a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum 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 be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-1 or underwriter in such other form available offering bears to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holders, subject offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to a determination the foregoing provisions of this Section (and all other Registrable Securities held by the Commission that certain Holders must selling stockholders) shall be reduced first based on withheld from the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed market by the Commission or Holders thereof for a period, not to exceed one hundred eighty (180) days, which the SEC Guidance provided underwriter may reasonably determine is necessary in order to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or effect 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderunderwritten offering.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1) subject to the provisions of Section 2(f) and shall contain (except if unless otherwise directed by at least 85% in interest of the Holders or unless otherwise required pursuant to (i) written comments received from the Commission upon a review of such Registration StatementStatement or (ii) a change in SEC Guidance) the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Subject to such other limitations as specified in this Agreement, the Company shall have the right to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in any such Registration Statement. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or Commission, (ii) to remove any and all securities that are not Registrable Securities from such Initial Registration Statement and/or (iii) withdraw the Initial Registration Statement and file a 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-1 or such other 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 Registration Statement, the Company shall be 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 SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially commercial reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced reduced, if applicable, first, by eliminating any securities other than Registrable Securities represented by Shares (appliedincluded in such Registration Statement and thereafter, in the case that some Shares may be registered, to the Holders on a pro rata basis based on between the total number of unregistered Shares held by such HoldersHolders as follows: first, subject to a determination the Company shall reduce the Registrable Securities represented by the Commission that certain Holders must be reduced first based on Warrant Shares; second, the number of Shares held Company shall reduce the Registrable Securities represented by such Holders)the Conversion Shares; and third, the Company shall reduce the Registrable Securities represented by the Purchase Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 S-3 or such other form available to the Company 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”). No Holder will shall be named as an underwriter “underwriter” in any Registration Statement without such Holder’s prior written consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number Manual of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.Publicly Available Telephone Interpretations D.29 and

Registration. (a) On or prior Subject to a Filing Deadlinethe limitations set forth in this Agreement, if the Company shall prepare and at any time within two (2) years of the date hereof proposes to file on its behalf and/or on behalf of any of its security holders ("the demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934) of the Company, it will give written notice to the Holders at least 15 days before the initial filing with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations , which notice shall set forth in this subsection (a) and subsections (b) and (c) the intended method of this Section 2, in the event the Commission informs the Company that all disposition 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 agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted securities proposed to be registered by the CommissionCompany. The notice shall offer to include in such filing the aggregate number of shares of Restricted Shares as Holder may request. If either Holder desires to have Restricted Shares registered under this Section 1, he shall advise the Company in writing within 10 days after the date of receipt of such offer from the Company, setting forth the amount of such Restricted Shares for which registration is requested. The Company shall thereupon include in such filing the number of shares of Restricted Shares for which registration is so requested, subject of the following. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, the Company shall not be required to include any of the Restricted Shares in such underwriting unless the Holder(s) agree(s) to accept the offering on Form S-1 or the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such other form available to register for resale the Registrable Securities as a secondary offeringregistration; provided, however, that: (i) if the managing underwriter determines the advises the Company in writing that prior the inclusion of all Restricted Shares proposed to filing such amendment or New Registration Statementbe included by the Holders in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by the persons other than the Holders, the Company and any demanding security holder (the "Other Shares") would jeopardize the success of the Company's offering, then the Company shall be obligated required to use its commercially reasonable efforts include in the offering (in addition to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted shares to be sold by the Company and any demanding security holder) only that number of Restricted Shares that the managing underwriter believes will not jeopardize the success of the Company's offering and the number of Restricted Shares and Other Shares not included in such underwritten public offering shall be reduced pro rata based upon the number of shares of Restricted Shares and Other Shares requested by the holders thereof to be registered on a particular Registration Statement as a secondary offering in such underwritten public offering; and (and notwithstanding that ii) in each case all shares of Common Stock owned by the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, Holders which are not included in the case that some Shares may underwritten public offering shall be registered, to withheld from the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination market by the Commission that certain Holders must be reduced first based on Holder for a period, not to exceed ninety (90) calendar days, which the number of Shares held by such Holders)managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. In the event the Company amends chooses a registration form which limits the Initial Registration Statement or files a New Registration Statement, as size offering either in terms of the case may be, under clauses (i) or (ii) abovenumber of shares of dollar amount, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled required to include in the offering (in addition to the number of shares to be included on sold by the Company) Restricted Shares which would exceed such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderlimits.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with Section 2(e)) 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and holders thereof, (ii) use its commercially commercial reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iiiii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number Manual of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)Publicly Available Telephone Interpretations D.29. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(d) 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” section attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a Filing Deadlinebefore the 60-day anniversary of the Closing, the Company shall use its reasonable best efforts to prepare and file with the Commission a Registration Statement covering registration statement on Form S-3 or any successor thereto, signed, pursuant to Section 6(a) of the resale Securities Act, by the officers and directors of the Company, with respect to the Registrable Stock. The Company shall use its reasonable best efforts to register under the Securities Act, for public sale, the shares of Registrable Stock. If the Company shall fail to register the shares of Registrable Stock, the Company shall deliver the unregistered shares of Registrable Stock to the Purchaser and such shares may be sold pursuant to and subject to the requirements of Rule 144 under the Securities Act. The Company's delivery of the unregistered shares shall be the Purchaser's sole remedy for any failure by the Company to register shares pursuant to this Section 3. In connection with this Section 3, the Company shall: cause such registration statement to become effective on or before the three-month anniversary of the Closing and to remain effective through and including the earlier of (i) the time when 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 Stock has been sold pursuant to Rule 415 or, if Rule 415 is not available for offers and sales such registration statement or (ii) the time when all of the Holders of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that Stock can sell all of the Registrable Stock pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities cannot, as a result of Act without registration under the application of Rule 415, be registered for resale as a secondary offering on a single Securities Act. prepare and file with the Commission such amendments and supplements to such registration statement, the Company agrees promptly (isigned, pursuant to Section 6(a) to inform each of the Securities Act, by the officers and directors of the Company, and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement; furnish to the Holders thereof such numbers of copies of the registration statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto) in conformity with the requirements of the Securities Act and such other documents and information as they may reasonably request; use its commercially reasonable best efforts to file amendments to register or qualify the Initial Registration Statement Registrable Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as required by law for the Commission and/or (ii) to withdraw distribution of the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered Stock covered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offeringregistration statement; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to use do so; and provided, further, that the Company shall not be required to qualify such Registrable Stock in any jurisdiction in which the securities regulatory authority requires that any Holder submit any shares of its commercially Registrable Stock to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Stock in such jurisdiction unless such Holder agrees to do so; promptly notify each Holder for whom such Registrable Stock is covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable efforts number of copies of a supplement to advocate with or an amendment of such prospectus as may be necessary so that, as thereafter delivered to Holders of such securities, such prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Commission for statements therein not misleading in light of the registration of all circumstances under which they were made; enter into customary agreements and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder Stock to be so named included in the registration statement; otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission; use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which Holder does not consentCommon Stock is then listed; and after the effectiveness of the registration statement, such Holder cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing the Registrable Stock to be sold, which certificates shall not be entitled bear any restrictive legends other than restrictive legends still required to be included on such Registration Statement and imposed by the provisions of Section 2(c) shall not apply with respect to such HolderWarrant or the Note Purchase Agreement.

Registration. If at any time on or after the date of the Closing until the date which is nine (a9) On or prior to a Filing Deadlinemonths thereafter, the Company shall prepare proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and file with by shareholders of the Commission Company), other than a Registration Statement covering the resale of all of the Registrable Securities that are not then registered filed (i) in connection with any employee stock option or other benefit plan on an effective Registration Statement Form S-8, (ii) for a dividend reinvestment plan, (iii) in connection with a merger or acquisition, or (iv) in connection with an offering of up to be made on a continuous basis two million dollars ($2,000,000.00) pursuant to Rule 415 oran equity line arrangement, then the Company shall (x) give written notice (a “Registration Notice”) of such proposed filing to the Buyer, if Rule 415 it is not available for offers and sales a holder of the Registrable Securities, by as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such other means Registration Statement, the intended method(s) of distribution distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Buyer, if it is a holder of Registrable Securities, in such notice the opportunity to register the sale of such number of Registrable Securities as the Holders Buyer may reasonably specify request in writing within three (the 3) days following receipt of such notice (a “Initial Registration StatementPiggy-Back Registration”). The Initial Registration Statement Company shall cause such Registrable Securities to be on Form S-1 included in such registration and shall contain (except if otherwise required pursuant cause the managing underwriter or underwriters of a proposed underwritten offering to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of permit the Registrable Securities cannot, requested to be included in a Piggy-Back Registration on the same terms and conditions as a result any similar securities of the application Company and to permit the sale or other disposition of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidanceintended method(s) of distribution thereof. Notwithstanding any other provision of this Agreement and subject If the Buyer proposes to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation underwriter or underwriters selected for such Piggy-Back Registration. If by the fifteenth (15th) business day following delivery of the number of Registrable Securities permitted to be registered on Registration Notice no public disclosure regarding a particular Registration Statement as a secondary offering (has been made, and notwithstanding that no notice regarding the Company used commercially reasonable efforts to advocate with the Commission for the registration abandonment of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination filing has been received by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consentBuyer, such Holder filing shall be deemed to have been abandoned and the Buyer shall not be entitled deemed to be included on such Registration Statement and the provisions in possession of Section 2(c) shall not apply any material, non-public information with respect to such Holderthe Company.

Registration. (a) (i) On or prior to a the applicable Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Upfront Securities that are not then registered on already covered by 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 Upfront Securities, by such other means of distribution of Registrable Upfront Securities as the Holders Company may reasonably specify determine (the “Initial Upfront Securities Registration Statement”). The Initial Upfront Securities Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale of the Registrable Upfront Securities on Form S-3, in which case such registration shall be on such other form available to the Company to register for resale of the Registrable Upfront Securities as a secondary offering) subject to the provisions of Section 2(f) and shall contain (except if otherwise required pursuant to (i) written comments received from the Commission upon a review of such Registration Statement) or (ii) a change in SEC Guidance the “Plan of Distribution” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Upfront 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 agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Upfront Securities Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Upfront Securities Registration Statement and file a new registration statement (a “New Upfront Securities Registration Statement”), in either case covering the maximum number of Registrable Upfront Securities permitted to be registered by the Commission, on Form S-1 S-3 or such other form available to the Company to register for resale the Registrable Upfront Securities as a secondary offering; provided, however, that prior to filing such amendment or New Upfront Securities Registration StatementStatement , the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Upfront Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages Liquidated Damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Upfront Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Upfront Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Upfront Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)basis. In the event the Company amends the Initial Upfront Securities Registration Statement or files a New Upfront Securities Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 S-3 or such other form available to the Company to register for resale those Registrable Upfront Securities that were not registered for resale on the Initial Upfront Securities Registration Statement, as amended, or the New Upfront Securities Registration Statement (the “Remainder Upfront Securities Registration Statements”). No Holder will shall be named as an underwriter “underwriter” in any Registration Statement without such HolderXxxxxx’s prior written consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. All applications and registrations for or that include a Licensed Mark (a) On or prior to a Filing Deadlineincluding, for further clarity, the Company House Mark) shall prepare be filed in the name of NCR (or an Affiliate of NCR designated by NCR) and, as between NCR and ATMCo and their respective Affiliates, NCR (or an Affiliate of NCR designated by NCR) shall file the documents with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”)applicable Governmental Authorities in connection therewith. The Initial Registration Statement NCR shall be on Form S-1 responsible for prosecuting, registering, and shall contain (except if otherwise required pursuant to written comments received from maintaining applications and registrations for the Commission upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2Licensed Marks; provided that, in the event that NCR intends to abandon any such registration or application for a Licensed Mark, it shall provide written notice to ATMCo of such intent and, upon ATMCo’s written request within thirty (30) Business Days of such written notice, NCR shall continue to maintain such application or registration at ATMCo’s cost (or, at NCR’s discretion, ATMCo shall be responsible for prosecuting, registering, and maintaining any such application and registration, in the Commission informs name of NCR at ATMCo’s cost). ATMCo shall be responsible for the Company cost of searching, investigating, filing, prosecuting, registering and maintaining such applications and registrations 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 agrees promptly (i) to inform each are for or constitute a portion of the Holders thereof and use its commercially reasonable efforts to file amendments to Marks in Schedule 2 in combination with the Initial Registration Statement as required by the Commission and/or House Mark; (ii) to withdraw cover only the Initial Registration Statement XXXXx Xxxxxx, or (iii) are solely used by ATMCo and file its Affiliates (and not NCR or its Affiliates). ATMCo and NCR shall each be responsible for fifty percent (50%) of the cost of searching, investigating, filing, prosecuting, registering and maintaining such applications and registrations that are for or constitute a new registration statement portion of the Licensed Marks used by both NCR and ATMCo (a “New Registration Statement”or their respective Affiliates), in either case covering including the maximum number Shared Product Marks. At the reasonable request of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration StatementParty, the Company other Party shall be obligated to use reasonably consult and cooperate with such Party in connection with NCR’s and its commercially reasonable efforts to advocate with the Commission Affiliates’ filings for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement applications and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth registrations for or that include a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderLicensed Mark.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, Commission on Form S-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 or such other form available to register for resale those Registrable Securities (except if the Company is then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such Form S-3) subject to the provisions of Section 2(f) 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415415 or otherwise, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offeringSecurities; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the 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. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities securities to be registered on such Registration Statement will be reduced by (i) such that for every one (1) share of Registrable Securities represented by Shares excluded from such Registration Statement (applied, in the case that some Shares or Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of or Warrant Shares held by such Holders), three (3) shares of Other Registrable Securities shall be excluded from such Registration Statement or (ii) in accordance with such other ratio as may be required by the Commission. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance staff guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain S-3 (except if otherwise required pursuant the Company is then ineligible to written comments received from register for resale the Commission upon Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a review of such Registration Statement) secondary offering). The Holders shall provide the “Plan of Distribution” section attached hereto as Annex A. to be contained in any Registration Statement filed with the Commission under this Section 2(a). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number Manual of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.Publicly Available Telephone Interpretations D.29 and

Registration. The Company shall cause to be kept at the offices of the Registrar a register (athe register maintained in such office and in any other office or agency of the Company designated pursuant to Section 18.02 being herein sometimes collectively referred to as the "Security Register") On or prior in which, subject to a Filing Deadlinesuch reasonable regulations as it may prescribe, the Company shall prepare provide for the registration of Registered Securities and file with of transfers of Registered Securities. The Chase Manhattan Bank in the Commission a Registration Statement covering Borough of Manhattan, The City of New York is hereby appointed "Registrar" for the resale purpose of all registering Registered Securities and transfers and exchanges of Registered Securities as herein provided. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Registrable Company, evidencing the same debt, and subject to the other provisions of this Section 2.05, entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.04, 6.04, 9.05 or 10.04 (other than, in the case of Registered Securities, where the shares of Common Stock are not then registered on an effective Registration Statement for an offering to be made on issued or delivered in a continuous basis pursuant to Rule 415 orname other than that of the Holder of the Registered Security) not involving any transfer and other than any stamp and other duties, if Rule 415 is not available for offers and sales any, which may be imposed in connection with any such transfer or exchange by the United States or the United Kingdom or any political subdivision thereof or therein, which shall be paid by the Company. In the event of a redemption of the Registrable SecuritiesSecurities in part, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall Company will not be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections to register the transfer of or exchange Registered Securities or to exchange Bearer Securities for Regulation S Definitive Securities for a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Securities called for such redemption, (b) and to register the transfer of or exchange any Registered Security, or portion thereof, called for redemption, or (c) of this Section 2to exchange any Bearer Security called for redemption; PROVIDED, HOWEVER, that a Bearer Security called for redemption may be exchanged for a Regulation S Definitive Security which is simultaneously surrendered to the Transfer Agent making such exchange with written instructions for payment on the relevant Redemption Date, unless the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, in which such case, such exchange may only be made prior to the event Record Date immediately preceding 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 as a secondary offering on a single registration statementRedemption Date. In addition, the Company agrees promptly will not be required (i) to inform exchange Bearer Securities for Regulation S Definitive Securities during the period between the close of business on each Interest Record Date and the opening of business on the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or next succeeding Interest Payment Date; (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”)exchange Bearer Securities for Regulation S Definitive Securities if, in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statementresult, the Company shall be obligated would incur adverse consequences under United States federal income tax law at the time of exchange; The Company and the Registrar and any Transfer Agent may refuse to use its commercially reasonable efforts to advocate with exchange or register the Commission for transfer of any Registered Security if such transfer (x) would, or in the registration of all determination of the Registrable Board of Directors might, result in a single person beneficially owning (or upon conversion of any Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(cthereupon owning), if any SEC Guidance sets forth a limitation directly or constructively, more than 5% of the number Company's outstanding Common Stock (including Common Stock issuable upon conversion of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holdersthat person, subject to a determination by the Commission that certain Holders must be reduced first based on the number but not Common Stock issuable upon conversion of Shares Securities held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iothers) or (iiy) above, would cause the Company will use its commercially reasonable efforts to file with fail to meet any requirement necessary for the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to continued qualification of the Company as a real estate investment trust under the Code. If the exchange or to registrants transfer of securities any Registered Security would cause either of the consequences described in generalthe preceding sentence, one then such exchange or more registration statements on Form S-1 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”). No Holder transfer will be named null and void AB INITIO as an underwriter in any Registration Statement without such Holder’s consent, provided that if to both the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement transferor and the provisions of Section 2(c) shall not apply with respect to such Holderintended transferee, and the intended transferee will acquire no rights or economic interests in the Securities.

Registration. (a) On or prior to a each Filing DeadlineDate, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all 130% of the Registrable Securities that are not then registered on an effective Registration Statement such Filing Date 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior if 130% of the Registrable Securities hereunder that are not already registered shall equal or exceed 30% of the issued and outstanding Common Stock of the Company on the actual filing date of a Registration Statement less any shares then held by Affiliates of the Company (the "Registration Cap"), such Registration Statement shall register a number of shares of Common Stock which is equal to filing such amendment or New the Registration StatementCap and the remaining Registrable Securities shall be subject to Section 3(c) until all Registrable Securities are registered; provided, further, that upon the written request of Holders of at least 50.1% in interest of the then unregistered Registrable Securities, the Company shall be obligated to use its commercially reasonable best efforts to advocate with the Commission for the registration register a greater amount of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages Registration Statement in Section 2(c), if any SEC Guidance sets forth a limitation excess of the number of Registrable Securities permitted to be registered on a particular Registration Statement Cap, as a secondary offering (and notwithstanding that indicated in the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing request by a Holder as to its Registrable Securitiessuch Holders. In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the 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 Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement will be reduced by continuously effective under the Securities Act until all Registrable Securities represented covered by Shares (appliedsuch Registration Statement have been sold, in the case that some Shares or may be registeredsold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a pro rata basis based Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission same Trading Day that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date (as promptly as allowed by defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or the SEC Guidance provided failure to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, file a final Prospectus as amended, or the New Registration Statement (the “Remainder Registration Statements”foresaid shall be deemed an Event under Section 2(b). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be an amendment to the Company’s existing registration statement on Form S-1 and shall contain (File No. 333-145082) (except if otherwise required pursuant the Company is then ineligible to written comments received from register for resale all of the Commission upon Registrable Securities on such Form S-1, in which case such registration shall be on such other form available to register for resale of the Registrable Securities as a review secondary offering) subject to the provisions of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Section 2(d). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the 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. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreements (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. If the Corporation at any time proposes to register any securities pursuant to a Securities Registration, it shall each time give written notice of the proposed Securities Registration (athe "Corporation's Notice"), at its expense, to each of the Stockholders and to all other holders of securities of the Corporation who have the contractual right to include all or any portion of their shares in the registration on a "piggyback" basis (the "Other Holders") On or at least 15 days prior to a Filing Deadline, the Company shall prepare and file with the Commission filing of a Registration Statement covering with respect to the resale Securities Registration with the Commission. Upon written request of all any of the Stockholders (each, a "Stockholder's Notice") or Other Holder (a "Holder's Notice") given within 15 days after receipt of the Corporation's Notice, stating the number of shares of Registrable Securities that are not then registered on an effective Registration Statement for an offering Stock to be made on a continuous basis pursuant disposed of by the Stockholder delivering the Stockholder's Notice, or the number of shares of Securities to Rule 415 orbe disposed of by the Other Holder delivering the Holder's Notice, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution Corporation shall use its best efforts to cause all shares of Registrable Stock specified in each Stockholder's Notice, or shares of Securities specified in each Holder's Notice, to be registered under the Securities Act so as to permit the Holders may reasonably specify sale or other disposition (in accordance with the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto intended methods as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (cthe Corporation's Notice) of this Section 2the shares, in the event the Commission informs the Company that all of the Registrable Securities cannotsubject, as a result of the application of Rule 415however, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), limitations set forth in either case covering the maximum number Section 3 of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offeringthis Agreement; provided, however, that prior the Corporation shall have the right in its sole and absolute discretion to filing such amendment elect not to file, postpone or New Registration Statementwithdraw any registration effected pursuant to this Section 2 without obligation to the Stockholders or Other Holders except as provided in this Section 2; and provided, further, that the Company Stockholders' and Other Holders' rights to include all or any portion of their shares in an underwritten offering shall be 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 SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment right of liquidated damages the managing underwriters in the offering to exclude such shares as provided in Section 2(c), if any SEC Guidance sets forth a limitation 3 of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderthis Agreement.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission Commission, and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable best efforts to advocate with the 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 and any applicable Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement Agreement, and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented the 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), and second by the Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares Registrable Securities held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will shall be named as an underwriter “underwriter” in any Registration Statement without such Holder’s prior written consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On The Company agrees to file with the Securities and Exchange Commission (“SEC”) on or prior to a Filing Deadlinebefore June 30, 2017 (the “Registration Date”) (i) one (1) or more shelf registration statements on Form S-3 (or, if the Company shall prepare and file with not then be eligible to use Form S-3, on such other form as the Commission a Registration Statement Company shall then be eligible to use, pursuant to Rule 415 under the Securities Act covering the resale by the Holder of all of the Registrable Securities New Warrant Shares (together with any other shares of Common Stock that are not then registered on an effective Registration Statement for an offering to may be made on issued in respect of such shares, whether by means of a continuous basis pursuant to Rule 415 orstock split, if Rule 415 is not available for offers and sales of stock dividend or otherwise, the “Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, one (1) or more prospectus supplements or other materials under Rule 430B to include in a prospectus that is part of an effective registration statement such information as shall be necessary to identify the Company will use its commercially reasonable efforts Holder as a selling stockholder and to file with permit the Commission, as promptly as allowed resale by the Commission or Holder of the SEC Guidance provided Registrable Securities under the Securities Act. Any registration statement described in this Section 1.1a. shall be referred to herein as the “Registration Statement.” The Company shall furnish to the Company or to registrants Holder as far in advance as reasonably practicable before the filing of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without or any supplement or amendment thereto (and in any event not less than five business days prior to the filing of any Registration Statement or one business day prior to any supplement or amendment thereto), upon request, copies of reasonably complete drafts of all such Holder’s consent, provided that if the Commission requires such Holder documents proposed to be so named filed with the SEC, and such provide the Holder does not consent, such the opportunity to object to any information pertaining to the Holder shall not be entitled to be included on such Registration Statement and its plan of distribution that is contained therein and make the provisions of Section 2(c) shall not apply revisions reasonably requested by the Holder with respect to such Holderinformation prior to any filing of such documents with the SEC.

Registration. The Company will file a registration statement with the SEC on Form 1-A, Form S-1 or other appropriate form in the sole discretion of the Company (athe “Registration Statement”) On to register the Common Stock and the shares of Common Stock issuable upon exercise of the Warrants purchased pursuant to this Offering (excluding for this purpose any shares of Common Stock issued or prior issuable pursuant to a Filing Deadlineany anti-dilution protections set forth in this Agreement) (collectively, the Company shall prepare “Registrable Securities”) within one year after the Closing Date for the Offering (the “Registration Filing Date”) and file with the Commission a Registration Statement covering the resale of all will use commercially reasonable efforts to ensure that registration of the Registrable Securities that are not then registered on an becomes effective as soon as practical after the Registration Filing Date and thereafter to keep the 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 effective until the one year anniversary of the Registrable Securities, by such other means Registration Filing Date. The Buyers each consent to the disclosure of distribution its name and details of Registrable Securities as its purchase in the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement Company shall be on Form S-1 pay all fees and shall contain (except if otherwise required pursuant expenses incident to written comments received from the Commission upon a review performance of such Registration Statement) or compliance with this Agreement by the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection Company, including without limitation (a) all registration and subsections filing fees and expenses, including without limitation those related to filings with the SEC, in connection with applicable state securities or “Blue Sky” laws, (b) and 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 the Company in connection with the consummation of the transactions contemplated by this Section 2Agreement. Notwithstanding the foregoing, each Buyer shall pay any and all costs, fees, discounts or commissions attributable to the sale of its respective shares of Common Stock received upon the exercise of the Warrants and all fees and expenses of its counsel and other advisors. Notwithstanding the foregoing, 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by is, at the Commission and/or (ii) to withdraw the Initial Registration Statement Company’s option, prepared and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, filed on Form S-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities1-A, the number of Registrable Securities to be registered on such Registration Statement will included for registration therein shall be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holdernumber that is equal to or less than $15 million dollars in market value (which shall be determined in accordance with Regulation A).

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the 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, by such other means of distribution of Registrable Securities as the Holders Required Investors may reasonably specify (the “Initial Registration Statement”)specify. The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) 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” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. If the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth Commission requires a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), second by Registrable Securities represented by holders of 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) and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as commercially reasonable efforts allow (and as further allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in generalCommission), one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, or if Rule 415 is not available for offers and sales of the Registrable Securities, Securities by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”)specify. The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(f)) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such the Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and holders thereof, (ii) use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (iiiii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with guidance from the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Commission, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number Manual of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)Publicly Available Telephone Interpretations D.29. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or guidance from the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderStatement.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file a Registration Statement with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 or such other Commission form which the Company is eligible to use with respect to the resale from time to time, whether underwritten or otherwise, of the Registrable Securities by the Holders (except if the Company is then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on Form S-3) subject to the provisions of Section 2(e) 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” section substantially in the form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly to (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other 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 Registration Statement, the Company shall be 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 SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders)basis. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to the Company 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”). No Holder will shall be named as an underwriter “underwriter” in any Registration Statement without such Holder’s prior consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a each Filing DeadlineDate, the Company shall prepare and file with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”)415. The Initial Each Registration Statement filed hereunder shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available is then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-3 and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as a secondary offering; provided, however, that prior Annex A. The Company shall respond to filing any comments from the staff of the Commission within 15 days of the receipt of such amendment or New comments. In the event the amount of Registrable Securities which may be included in the Registration StatementStatement is limited due to SEC Guidance (provided that, the Company shall be obligated to use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Section 612.09 of the Compliance and Disclosure Interpretations) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event 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 have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or not required to be registered in reliance upon the exemption in Section 4(a)(1) under the Securities Act, in either case 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 Holders (the “Effectiveness Period”). The Company shall as soon as commercially reasonable notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement within one Trading Day after the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced 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 Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Warrant Shares held by such Holders), and second by Registrable Securities represented by the Common Stock purchased by the Purchasers pursuant to the Purchase Agreement. In the event the Company amends the Initial Registration Statement or files of a New Registration Statement, as the case may be, under clauses (i) or (ii) abovecutback hereunder, the Company will use its commercially reasonable efforts to file shall give the Holder at least five (5) Trading Days prior written notice along with the Commission, calculations as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderallotment.

Registration. (a) On or prior to a As soon as reasonably practicable, but in no event later than ten days after the availability of the audited financial statements of VULCANOS S.R.L. required by applicable provisions of the Securities Act (the “Filing DeadlineDate”), the Company shall prepare and file with the Commission a Registration Statement registration statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement with the SEC for an offering to be made on a continuous basis pursuant to SEC Rule 415 or415, or if SEC Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders Investors of the Registrable Securities may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain S-3 (except if otherwise required pursuant the Company is ineligible to written comments received from register for resale the Commission upon a review of Registrable Securities on Form S-3, in which case such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (ashall be such other appropriate form) and subsections (b) and (c) of this Section 2, in the Company shall use its reasonable efforts to cause the Initial Registration Statement to be declared effective as soon as practicable. In the event the Commission SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of SEC Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and Investors thereof, (ii) use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission SEC and/or (iiiii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the CommissionSEC, on Form S-1 or S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iii) or (iiiii) above, the Company will use its commercially reasonable efforts to file with the CommissionSEC, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in generalSEC, one or more registration statements on Form S-1 or S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, 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”)Statement. No Holder will be named as an underwriter in Notwithstanding any Registration Statement without such Holder’s consentother provision of this Agreement, provided that if the Commission requires such Holder SEC limits the number of Registrable Securities permitted to be so named and registered on a particular registration statement, any required cutback of Registrable Securities shall be applied to the Investors pro rata in accordance with the number of such Holder does not consent, such Holder shall not be entitled Registrable Securities sought to be included on in such Registration Statement registration statement (and in the case of a subsequent transfer, the initial Investor’s transferee) relative to the aggregate amount of all Registrable Securities. If a prospectus supplement will be used in connection with the marketing of an underwritten offering from a registration statement filed pursuant to this Section 2.1(a), the Company shall afford the managing underwriter the opportunity to comment and request inclusion of information that the managing underwriter reasonably determines is of material importance to the success of such underwritten offering, and the provisions of Section 2(c) Company shall not apply with respect use its commercially reasonable efforts to include such Holderinformation in the prospectus.

Registration. (a) On or prior to a the applicable Filing DeadlineDate, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not yet registered that are not then registered on an effective Registration Statement held by Holders that have complied with the provisions of Section 3(k) prior to such date for an offering to be made on a continuous basis pursuant to Rule 415 or, 415. Such Registration Statement required hereunder shall be on Form F-3 (except if Rule 415 the Company is not available then eligible to register for offers and sales of resale the Registrable SecuritiesSecurities on Form F-3, by in which case such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 another appropriate form herewith) and shall contain (except if otherwise required pursuant to written comments received from directed by the Commission upon a review of such Registration StatementHolders) the “"Plan of Distribution” section " attached hereto as Annex A. Notwithstanding Subject to the registration obligations set forth in this subsection (a) and subsections (b) and (c) terms of this Section 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 as a secondary offering on a single registration statementAgreement, the Company agrees promptly (i) to inform each of the Holders thereof and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the applicable Effectiveness Date, and shall use, subject to Section 6(d), 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 have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). Each Holder acknowledges and agrees that the Company shall be permitted to exclude such Holder's Registrable Securities from a Registration Statement if such Holder fails to timely comply with the Company's request for information pursuant to Section 3(k); provided if such Holder provides such information prior to the filing of such Registration Statement the Company shall use commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of include such Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Statement; provided further that this provision does not otherwise waive the Company's obligation to register such Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, pursuant to the Holders on a pro rata basis based on the total number of unregistered Shares held by terms hereunder upon such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event Holder providing the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderrequired information.

Registration. (a) On or prior to a each Filing DeadlineDate, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the 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 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to if 100% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on the actual filing such amendment or New date of the Initial Registration Statement, the Initial Registration Statement shall register a number of shares of Common Stock which is equal to 30% of the issued and outstanding shares of Common Stock of the Company (less any shares of Common Stock held by Affiliates of the Company) on such actual filing date minus 10,000 shares of Common Stock. The remaining Registrable Securities shall be 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 SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c3(c). In such event, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (for each Holder shall be reduced pro-rata among all Holders, and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced 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), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the The Initial Registration Statement or files a New shall be on Form S-1 and, to the extent available, any additional Registration StatementStatements that are required shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the case may be, under clauses (i) or (ii) aboveterms of this Agreement, the Company will shall use its commercially reasonable best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event 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 have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request acceleration of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day that is no later than five (5) days following receipt of notification by the SEC that they have no further comments. The Company shall immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, as promptly as allowed which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the fourth (4th) Trading Day after the Effective Date, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or the SEC Guidance provided failure to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, file a final Prospectus as amended, or the New Registration Statement (the “Remainder Registration Statements”foresaid shall be deemed an Event under Section 2(b). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

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") On 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 Securities Act or prior pursuant to a Filing DeadlineForm 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 are freely tradable in the United States pursuant to the provisions of Regulation D. Hxxxxx xxxll 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 shall prepare and file with the Commission a Registration Statement covering the resale of all of may require that the Registrable Securities that are not then registered on an effective Registration Statement requested for an offering to be made on a continuous basis inclusion pursuant to Rule 415 or, if Rule 415 is not available for offers this Section be included in the underwriting on the same terms and sales conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review underwriter evidenced in writing of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as offering only a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum 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 be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-1 or underwriter in such other form available offering bears to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holders, subject offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to a determination the foregoing provisions of this Section (and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Commission that certain Holders must be reduced first based on thereof for a period, not to exceed one hundred eighty (180) days, which the number underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of Shares held such registration whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (iin complying with this Section 12(c) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed shall be paid by the Commission or the SEC Guidance provided Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Company or to registrants holders of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderWarrants.

Registration. The Company agrees to register the shares of Common Stock underlying this Warrant pursuant to the terms of the Agreement and the Registration Rights Agreement dated October _____, 1998. In addition to the foregoing, the Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") On 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 Act or prior pursuant to a Filing DeadlineForm S-8) and must be notified in writing of such filing. 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 shall prepare and file with the Commission a Registration Statement covering the resale of all of may require that the Registrable Securities that are not then registered on an effective Registration Statement requested for an offering to be made on a continuous basis inclusion pursuant to Rule 415 or, if Rule 415 is not available for offers this Section be included in the underwriting on the same terms and sales conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review underwriter evidenced in writing of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as offering only a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum 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 be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the Commission, on Form S-1 or underwriter in such other form available offering bears to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares all shares then held by all selling stockholders desiring to participate in such Holders, subject offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to a determination the foregoing provisions of this Section (and all other Registrable Securities held by the Commission that certain Holders must selling stockholders) shall be reduced first based on withheld from the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed market by the Commission or Holders thereof for a period, not to exceed one hundred eighty (180) days, which the SEC Guidance provided underwriter may reasonably determine is necessary in order to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or effect 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holderunderwritten offering.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the 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, by such other means of distribution of Registrable Securities as the PIPE Holder or Warrant Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(d) 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” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform the PIPE Holder and each of the Warrant Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or S-3 or, if the Company is ineligible to register the Registrable Securities on Form S-3, such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as not to include its Registrable SecuritiesSecurities in a particular Registration Statement, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement or the Assumed Warrants (whether pursuant to registration rights or otherwise), second, by Registrable Securities acquired pursuant to the Assumed Warrants and third, by Registrable Securities represented by Shares (applied, in the case that some Covered Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Covered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Covered Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 S-3 (or such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 S-3 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securitiesincluding without limitation, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.4

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on already covered by 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, by such other means of distribution of Registrable Securities as the Holders Company may reasonably specify determine (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3, Form S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering, 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” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 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 as a secondary offering on a single registration statement, the Company agrees to promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other 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 Registration Statement, the Company shall be 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 SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by as follows: the Company shall reduce the Registrable Securities represented to be included by Shares (applied, in the case that some Shares may be registered, to the all Holders on a pro rata basis based on the total number of unregistered Shares Registrable Securities held by such HoldersHolders (with each Holder deciding, in its sole discretion, the manner in which its Registrable Securities subject to reduction shall be reduced), subject to a determination by the Commission that certain Holders must be reduced first before other Holders based on the number of Shares Registrable Securities held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to the Company 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 each, a “Remainder Registration StatementsStatement”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such Holder.

Registration. (ai) On or prior The holder of this Warrant shall have the right to a Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of include all of the Warrant Shares (the "Registrable Securities") 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 Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis Act or pursuant to Rule 415 or, if Rule 415 Forms 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 not available for offers and sales of the Registrable Securities, by such other means of distribution of to include holder's Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 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” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 2, in the event the Commission informs the Company that all part 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 agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) to withdraw the Initial Registration Statement and file a 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-1 or such other form available to register for resale the Registrable Securities as a secondary offeringregistration; provided, however, that prior if any registration pursuant to filing such amendment this Section shall be underwritten, in whole or New Registration Statementin part, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of may require that the Registrable Securities requested for inclusion pursuant to this Section be included in accordance with the SEC Guidanceunderwriting on the same terms and conditions as the securities other-wise being sold through the underwriters. Notwithstanding any other provision of this Agreement and subject to If in the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation good faith judgment of the underwriter of such offering only a limited number of Registrable Securities permitted to should be registered on a particular Registration Statement as a secondary offering (and notwithstanding that included in such offering, or no such shares should be included, the Company used commercially reasonable efforts to advocate with the Commission for the registration holder of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its such Registrable Securities, the number of Registrable Securities and any other selling stockholders, shall be reduced, such reduction to be registered on such Registration Statement will be reduced applied by Registrable Securities represented by Shares excluding (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on basis) Registrable Securities proposed to be sold by the total number holder of unregistered Shares 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 the foregoing provisions of this Section (and all other Registrable Securities held by such Holders, subject to a determination the selling stockholders) shall be withheld from the market by the Commission that certain Holders must be reduced first based on thereof for a period, not to exceed ninety (90) days, which the number of Shares held underwriter may reasonably determine-nine is necessary in order to effect such underwritten offering, and the Holder shall sign any agreement to this effect requested by such Holders)underwriter. In Notwithstanding the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) aboveforegoing provisions, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided may withdraw any registration statement without incurring any liability to the Company or to registrants holders of securities in general, one or more registration statements on Form S-1 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”). No Holder will be named as an underwriter in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderSecurities.

Registration. (a) On or prior to a the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of 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 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the a “Plan of Distribution” section substantially in the form attached hereto as Annex A. A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this subsection (a) and subsections (b) and (c) of this Section 23, in the event the Commission informs seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by a Holder under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the Company that all filing of the Registrable Securities cannot, as a result of initial Registration Statement with the application of Rule 415, be registered for resale as a secondary offering on a single registration statementCommission pursuant to this Section 3(a), the Company agrees promptly (i) to inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as is otherwise required by the Commission and/or to reduce the number of Registrable Securities included in the Initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (iiafter consulting with Holders and their legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall withdraw the Initial Registration Statement and file a 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-1 or such other form available to register 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 commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09, in each case without naming any Holder as an underwriter in the Registration Statement. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(c)Agreement, if the Commission or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering without naming any Holder as an underwriter (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by as follows: first, the Company shall reduce or eliminate the Registrable Securities represented to be included by Shares (appliedany Person other than a Holder and second, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such HoldersCompany shall reduce or eliminate any Registrable Securities which are Warrant Shares, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Shares Registrable Securities held by such Holders). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) as described above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or the SEC Guidance provided to the Company or to registrants of securities in generalGuidance, one or more registration statements on Form S-1 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”). No Holder will shall be named as an underwriter “underwriter” in any Registration Statement without such Holder’s consent, provided that if the Commission requires such Holder to be so named and such Holder does not consent, such Holder shall not be entitled to be included on such Registration Statement and the provisions of Section 2(c) shall not apply with respect to such HolderStatement.