Common use of Registration Clause in Contracts

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, 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, on Form SB-2 (or on such other form appropriate for such purpose). Each Such Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless except if otherwise directed by at least 85% in interest required pursuant to written comments received from the Commission upon a review of such Registration Statement) the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its reasonable best efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that which is the earliest of (i) such time as all of the Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144publicly sold by the Holders, or (ii) such time as all of the Registrable Securities covered by such Registration Statement may be sold without volume or manner-of-sale restrictions by the Holders pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holders (the “"Effectiveness Period”"). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by By 9:30 a.m. Eastern Time (New York City time) on the Trading Day after immediately following the effective date of such Registration StatementEffective Date, the Company shall file a final Prospectus with the Commission as in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of under such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(dRule). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its the Filing Date covering all of the Registrable Securities required under this Agreement to be included therein (if the Company files the Initial a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereinhereof, the Company shall not be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by on or prior to the Effectiveness Date of or if by the Initial Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration StatementStatement with the Commission under Rule 424(b) (whether or not such a prospectus is technically required by such Rule), or (viii) after the effective date of a Registration StatementEffective Date, without regard for the reason therefor or efforts therefor, such Registration Statement ceases for any reason to remain continuously be effective and available to the Holders as to all Registrable Securities included in such Registration Statement, or to which it is required to cover at any time prior to the Holders are otherwise not permitted to utilize expiration of the Prospectus therein to resell such Registrable Securities, Effectiveness Period for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) 45 Trading Days during any 12-month 365 calendar day period (any such failure or breach being referred to as an “"Event”, ," and for purposes of clauses (i) and or (iv), ii) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date which such ten (10) calendar day 45 Trading Day-period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “"Event Date”"), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : on each such Event Date Date, and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 1.0% of 2.0% multiplied by the aggregate Subscription Investment Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder for Shares pursuant to the Purchase Agreement. If ; provided, however, that the Company fails to pay any total amount of partial liquidated damages payable by the Company pursuant to all Events under this Section in full within seven days after shall be capped at an aggregate of 8% of the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be aggregate Investment Amount paid by applicable law) to the Holder, accruing daily from Investors for Shares under the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullPurchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. In no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Investors for Shares in any 30-day period. (ec) Notwithstanding anything Each Holder agrees to furnish to the contrary contained herein, Company a completed Questionnaire in no event the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Company be permitted to name any Holder or affiliate Registrable Securities of a Holder as in a Registration Statement and shall not be required to pay any Underwriter without liquidated or other damages under Section 2(b) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior written consent of such Holderto the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) On or prior to each Filing Date, 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. Each A Registration Statement filed required hereunder shall be on Form S-1 and 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). Each Registration Statement required hereunder shall contain (unless except if otherwise directed by at least 85% in interest of the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A A. The Company shall cause such Registration Statement to become effective and substantially the “Selling Stockholder” section attached hereto remain effective as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consentprovided herein. Subject to the terms of this Agreement, the The Company shall use its reasonable best efforts to cause a each Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holders (the “"Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial a Registration Statement without affording the Holders Holder the opportunity to review and comment on the same as required by Section 3(a) herein), the Company shall not be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such a Registration Statement will not be “"reviewed” ," or will not be subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective date of a Registration Statementby the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days fifteen Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such a Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities filed or required to be filed hereunder is not declared effective by the Commission by on or before the Effectiveness Date of the Initial Registration StatementDate, or (v) after the effective date of a Registration StatementStatement is first declared effective by the Commission, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than in any such cases ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days Trading Days (which need not be consecutive calendar days) in the aggregate during any 12-12 month period (any such failure or breach being referred to as an “"Event”, ," and for purposes of clauses clause (i) and or (iv), ) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and or for purpose purposes of clause clauses (iii) the date which such ten (10) calendar day Trading Day period is exceeded, and or for purpose purposes of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, Trading Day period is exceeded being referred to as “"Event Date”"), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 3% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 2% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid for any Registrable Securities then held by such Holder pursuant to the Purchase AgreementHolder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to . (c) If during the terms hereof Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall apply on a daily pro rata basis for file as soon as reasonably practicable but in any portion of a month case prior to the cure applicable Filing Date, an additional Registration Statement covering the resale of an Event. (e) Notwithstanding anything to by the contrary contained herein, in no event shall Holders of not less than 100% of the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent number of such HolderRegistrable Securities.

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder 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(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, 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. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used its commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included on such Registration Statement by any Person other than Registrable Securitiesa Holder; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by Purchase Price with respect to such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase AgreementHolder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to If Form S-3 is not available for the contrary contained hereinregistration of the resale of Registrable Securities hereunder, in no event shall the Company be permitted shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to name any Holder or affiliate register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Holder as any Underwriter without Registration Statement on Form S-3 covering the prior written consent of such HolderRegistrable Securities has been declared effective by the Commission.

Registration. Employer shall grant the shares of Class B Common Stock under the LTIP if it is able to do so under the terms of the plan and applicable law. If (a) On Employer is a Publicly Traded Company at the time that the shares of Class B Common Stock are required to be granted to you as the 2016 Performance Award and (b) Employer is unable to grant such shares to you under the LTIP at such time (e.g., following your death or prior termination due to each Filing Dateincapacity, or if you elect not to continue your employment as an Advisor or a Producer following expiration of the Company Employment Term), then Employer shall prepare and grant to you the shares of Class B Common Stock at the applicable time set forth in paragraph 1 above and, in addition, shall file a registration statement with regard to such shares 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. Each Registration Statement filed hereunder shall be “SEC”) on Form S-1 S-3 (or such other form as Employer deems appropriate) no more than thirty (30) calendar days following the date of grant and shall contain (unless otherwise directed by at least 85% in interest of use reasonable best efforts to cause the Holders) substantially the “Plan of Distribution” attached hereto registration statement to become effective as Annex A and substantially the “Selling Stockholder” section attached hereto soon as Annex Bpracticable; provided, however, that no Holder if Employer is not eligible for or is otherwise restricted from filing such registration statement with the SEC, then Employer shall be required use reasonable best efforts to be named effect the registration of such shares of Class B Common Stock granted to you as an “underwriter” without such Holder’s express prior written consent. Subject to the terms 2016 Performance Award as soon as practicable; provided, further, however, that if, in the good faith reasonable judgment of this Agreementthe Chief Legal Officer of the Employer, the Company filing of such a registration statement would require the disclosure of material non-public information that Employer has a business purpose to keep confidential, then, upon notice to you, (x) if Employer qualifies as a “well-known seasoned issuer” (“WKSI”) under the Securities Act of 1933, as amended, at such time, the filing and effectiveness of the registration statement may be postponed for a period not to exceed ninety (90) days from the date of grant and (y) if the Employer is not a WKSI at such time, the filing of the registration statement may be postponed for a period not to exceed ninety (90) days from the date of grant and Employer shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) the registration statement to become effective as soon as practicable thereafter. Any such postponement described above shall not exceed such number of days that the Chief Legal Officer of Employer determines in good faith to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d)reasonably necessary. (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such maximum 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. Each Registration Statement filed hereunder shall be on Form S-1 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 and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d2(b). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) . Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d2(b), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a secondary offeringgreater 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce and second by Registrable Securities represented by Pre-Funded Warrant Conversion Shares (applied, in the case that some Pre-Funded Warrant Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Conversion Shares held by such Holders) (the permitted excluded Conversion Shares and Warrant Shares, the “Cutback Shares”); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (db) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten thirty (1030) calendar days (the “Comment Response Period”) after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, provided, however, if the termination date of such Comment Response Period falls between February 12, 2010 and March 31, 2010 and as to any comments that are solely financial or accounting based comments from the Commission, the Comment Response Period shall be automatically extended to the fifth (5th) business day after the Company’s filing of its annual report on Form 10-K or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement registering for resale all of the Registrable Securities Initial Shares is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten twenty (1020) consecutive calendar days or more than an aggregate of fifteen thirty (1530) calendar days (which need not be consecutive calendar days) during any 12-month period period, or (vi) the Company shall fail for any reason to satisfy the current public information requirement under Rule 144 as to the applicable Registrable Securities (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) ), (iv), and (ivvi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten thirty (1030) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten twenty (1020) or fifteen thirty (1530) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, (A) on each such Event Date Date, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 0.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder and (B) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 1.0% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that (1) the Company shall not be liable for liquidated damages under this Agreement with respect to any unexercised Warrants, Warrant Shares or any Cutback Shares and (2) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.06.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1812% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing DateDeadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are then issuable and 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 415415 (the “Initial Registration Statement”). Each The Initial Registration Statement filed hereunder 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 (unless except if otherwise directed by at least 85% in interest required pursuant to written comments received from the Commission upon a review of the Holderssuch Registration Statement) substantially the “Plan of Distribution” in substantially the form attached hereto as Annex A and substantially A. In the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required event the number of shares available under the Initial Registration Statement is insufficient to be named as an “underwriter” without such Holder’s express prior written consent. Subject cover all of the Registrable Securities issuable pursuant to the terms of this Transaction Documents (as defined in the Purchase Agreement) from time to time, upon written request from a Holder, the Company shall amend the Initial Registration Statement or file a new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as practicable, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. (b) The Company shall use its best reasonable commercial efforts to cause a each Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under by the Securities Act Commission as promptly soon as possible after the filing thereof, but in any event practicable and no later than the applicable Effectiveness DateDeadline, and shall use its best reasonable commercial efforts to keep such each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without in transactions in which the requirement for the Company to be in compliance with the current public information requirement under Rule 144requirements of paragraph (c)(1) thereof do not apply, 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 telephonically request effectiveness ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. Each Registration Statement as shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of 5:00 p.m. Eastern Time on a Trading Dayadditional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company Commission and shall, by 9:30 a.m. Eastern Time 8:30 am prevailing New York City time on the Trading Day after the effective date of such Registration StatementEffective Date, file a final Prospectus with the Commission as required by pursuant to Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (bc) Notwithstanding In the registration obligations set forth event that both (i) the number of shares of Common Stock beneficially held by Investor falls below twenty percent (20%) of the outstanding Common Stock on an as-converted basis, as determined in accordance with Section 2(a13(d) of the Exchange Act and the rules thereunder and (ii) Investor is an affiliate (as that term is defined under Rule 144) at the time of the Reload Request (as defined below) (the “Reload Trigger”), if the Company, upon written request from Investor (the “Reload Request”), shall prepare and file with the Commission informs one, and only one, additional Registration Statement (the Company that all “Reload Registration Statement”) covering the resale of those shares of Common Stock owned by Investor as of the Registrable Securities cannotdate of the Reload Request that, as a result of the application of Rule 415such time, be are not registered for resale as a secondary offering on a single registration statementunder the Securities Act (collectively, the Company agrees to promptly inform each of the Holders thereof “Reload Securities”). The same terms and use its commercially reasonable efforts to file amendments conditions applicable to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject shall apply to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Reload Registration Statement, including, without limitation, a 60-day Filing Deadline and a 30-day Effectiveness Deadline (subject to adjustment as amendedset forth above), and from and after the date of the Reload Request, “Registrable Securities” shall be deemed to include the Reload Securities. (d) If: (i) Each Holder agrees to furnish to the Initial Company a completed and executed Selling Stockholder Questionnaire. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement is not filed on or who fails to furnish to the Company a fully completed and executed Selling Stockholder Questionnaire at least two Trading Days prior to its the Filing Date (Deadline, or if sooner, five Trading Days after the Company files furnishes copies of the Initial Registration Statement without affording sections of the Holders the opportunity to review and comment on the same Prospectus, as required contemplated by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Not later than the Filing Date, the Company shall prepare and file with the Commission a an Initial Registration Statement covering for the resale of all or such maximum 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. Each The Registration Statement filed hereunder shall be on Form S-1 and shall contain S-3 (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without or if such Holder’s express prior written consent. Subject form is not available to the terms of this Agreement, the Company on another form appropriate for such registration in accordance herewith). The Company shall use its reasonable best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness DateDate (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date that when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (iiy) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without volume or manner-of-sale restrictions limitations pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter letter, addressed to the Company’s transfer agent to such effect, addressed and acceptable to the Transfer Agent and the affected Holders effect (the “Effectiveness Period”). The For purposes of the obligations of the Company shall telephonically request effectiveness of a under this Agreement, no Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, file unless any such Holder is not included as a final Prospectus “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Commission as required by Rule 424Registrable Securities. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding foregoing or any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d)Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a secondary offeringgreater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable SecuritiesSecurities or unless otherwise required by SEC Guidance, the number of Registrable Securities to be registered on such Registration Statement will first be reduced as follows: a. Firstby Registrable Securities represented by Conversion Shares (on a pro rata basis based on the total number of unregistered Conversion Shares held by the Holders, to the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce extent permitted by SEC Guidance) and next by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on extent permitted by SEC Guidance); provided, however, that, prior to any reduction in the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock that are not Registrable Securities and which shall have been included on such Registration StatementStatement shall be reduced by up to 100%, or if such reduction will permit the Holders are otherwise not permitted to utilize the Prospectus therein to resell such registration of additional Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, the Company shall prepare and 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 as would permit or facilitate the resale and distribution of all the Registrable Securities in the manner reasonably requested by the Holders. The Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holders Holders, but in no event more than three (3) years from the Final Closing Date (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail other electronic transmission of the effectiveness of a Registration Statement on the same Trading Business Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424SEC. Failure to so notify the Holder within one three (13) Trading Day Business Days of such notification of effectiveness or failure to file a final Prospectus as foresaid confirmation shall be deemed an Event under Section 2(d2(c). . Notwithstanding anything to the contrary in this Agreement, in the event the staff of the SEC (bthe “Staff”) Notwithstanding or the registration obligations set forth in Section 2(a), if the Commission informs SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that all Rule 415 is not available to the Company to register the resale of the such Registrable Securities cannot, and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Holders until such time as the application of Rule 415, be registered for resale Staff and the SEC shall so permit such Registration Statement to become effective as a secondary offering on a single registration statementaforesaid. In making such reduction, the Company agrees to promptly 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on shall reduce the number of Registrable Securities permitted to be registered included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of shares by a particular Holder or a particular set of Holders results in the Staff or the SEC’s taking the position that the inclusion of such Registrable Securities by such Holders would constitute a registration “by or on behalf of the Company,” in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders). In addition, in the event that the Staff or the SEC requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as a secondary offeringan “underwriter” (an “Underwriter Identification”) in order to permit such Registration Statement to become effective, unless otherwise directed and such Holder does not consent to being so named as an underwriter in writing by a Holder as to its Registrable Securitiessuch Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Registration Statement will be reduced Holder, until such time as follows: a. First, the Company shall reduce Staff or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in SEC does not require such Underwriter Identification or until such Holder accepts such Underwriter Identification and 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders)manner thereof. In the event of any reduction in Registrable Securities pursuant to this Section 2(b) (such Registrable Securities, the “SEC Non-Registrable Securities”), if requested by a cutback hereunderHolder holding Registrable Securities that were so excluded from such registration, the Company shall give use its reasonable best efforts to cause such SEC Non-Registrable Securities to be registered to the greatest extent and at the earliest opportunity practicable and in any event not later 90 days after the earliest practicable date permitted under applicable guidance of the SEC and the Staff (and shall use its reasonable best efforts to effect additional registrations of SEC Non-Registrable Securities until all such securities have been included in additional Registration Statements). Notwithstanding anything to the contrary in this Agreement, a Holder at least five (5) Trading Days prior written notice along with shall have the calculations as right to require the Company to exclude all or any portion of such Holder’s allotment. In the event the Company amends the Initial Registrable Securities from any Registration Statement in accordance with the foregoingStatement, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided written notice to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities upon such Holder’s reasonable belief that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) inclusion of such Registrable Securities in the Initial Registration Statement is not filed on or prior could subject such Holder to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i))underwriter liability, or (ii) the Company fails to file SEC or the Staff will impose restrictions and terms on the disposition of such Registrable Securities that are materially inconsistent with the Commission a request for acceleration Plan of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that Distribution attached hereto as Annex A. In such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedevent, the Company shall pay be required to each Holder an amount file a new registration statement for such excluded shares in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this accordance with Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event2(b). (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a the 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. Each The Registration Statement filed required hereunder shall be on Form S-1 and S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (unless except if otherwise directed in writing by at least 85% in interest of the HoldersHolders or if otherwise required by applicable law or by the Commission) substantially the “Plan of Distribution” "PLAN OF DISTRIBUTION" attached hereto as Annex A ANNEX A. The Company shall use commercially reasonable efforts to cause the Registration Statement to become effective and substantially the “Selling Stockholder” section attached hereto remain effective as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consentprovided herein. Subject to the terms of this Agreement, the The Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the 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. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"EFFECTIVENESS PERIOD"). (b) Notwithstanding If during the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) IfEffectiveness Period: (i) the Initial a Registration Statement is not filed on or prior to its the Filing Date (if the Company files the Initial a Registration Statement without affording the Holders Holder the reasonable opportunity to review and comment on the same as required by Section 3(a) herein), the Company shall not be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such a Registration Statement will not be “"reviewed” ," or will not be subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective date of a Registration Statementby the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days thirty Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such a Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities filed or required to be filed hereunder is not declared effective by the Commission by on or before the Effectiveness Date of the Initial Registration StatementDate, or (v) after the effective date of a Registration StatementStatement is first declared effective by the Commission, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, including during the pendency of a Blackout Period, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days in any such cases twenty-five Trading Days (which need not be consecutive calendar days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event”, "EVENT," and for purposes of clauses clause (i) and or (iv), ) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and or for purpose purposes of clause clauses (iii) the date which such ten (10) calendar day thirty Trading Day period is exceeded, and or for purpose purposes of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, twenty-five Trading Day period is exceeded being referred to as “Event Date”"EVENT DATE"), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 1% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid for any Registrable Securities then held by such Holder pursuant to the Purchase Agreement(pro-rated for partial periods on a PER DIEM basis). If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1810% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due payable until such amounts, plus all such interest thereon, are paid in full. (c) The Company shall have the right to suspend the effectiveness of any Registration Statement during the pendency of any "Blackout Period," as defined below. The partial liquidated damages Company shall notify the Holders of the commencement of any Blackout Period, and during the pendency of such Blackout Period no Holder shall sell, convey, dispose of or otherwise transfer in any manner any Registrable Securities pursuant to the terms hereof shall apply on a daily pro rata basis for any portion Registration Statement. The Company acknowledges and agrees that, following the end of the twenty-five day grace period set forth in Section 2(b)(v), liquidated damages will accrue and be payable to the Holders pursuant to Section 2(b) notwithstanding the pendency of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall Blackout Period until the Company be permitted to name notifies the Holders that the Blackout Period has terminated. For purposes of this Agreement, "BLACKOUT PERIOD" means any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.following:

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a the Registration Statement covering the resale offer and sale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering with the offer to be made on a continuous basis pursuant to Rule 415. Each The Registration Statement filed required hereunder 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 or the SEC otherwise takes the position that Form S-3 is not the appropriate form for the offer and sale of the Registrable Securities), in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (unless except if otherwise directed by at least 85% in interest the Holder and agreed to by the Company) a description of the Holders) substantially Plan of Distribution which will include, but not necessarily be limited to, the “information and substance included in Annex A attached hereto (the "Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent"). Subject to the terms of this Agreement, the Company shall use its best reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible practical after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without until the requirement for date which is the Company to be in compliance with first anniversary of the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders date of this Agreement (the “"Effectiveness Period”"). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a the Registration Statement on no later than the same following Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such receives notification of the effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by from the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (db) If: (i) the Initial a Registration Statement is not filed on or prior to its the Filing Date (if the Company files the Initial a Registration Statement without affording the Holders Holder the opportunity to review and comment on the same as required by Section 3(a) herein), the Company shall not be deemed to have not satisfied this clause (i)), or (ii) the Registration Statement has not been declared effective by the Commission within ninety (90) days of the Closing Date (or within one hundred twenty (120) days if the Registration Statement receives a "full review" from the Commission or (iii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five Trading Days of after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such a Registration Statement will not be “"reviewed” ," or will is not be subject to further review, or (iiiiv) prior to the date when such Registration Statement is first declared effective date of a Registration Statementby the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such a Registration Statement to be declared effective, or (iv) after a Registration Statement registering for resale all of the Registrable Securities is not first declared effective by the Commission by the Effectiveness Date of the Initial Registration StatementCommission, or (v) after the effective date of a Registration Statement, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) in any such case 20 consecutive calendar days or but no more than an aggregate of fifteen (15) 60 calendar days during any 12 month period (which need not be consecutive calendar days) during any 12-month period (any Trading Days)(any such failure or breach being referred to as an “"Event”, ," and for purposes of clauses clause (i), (ii) and or (iv), ) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date on which such ten three Trading Day period is exceeded, or for purposes of clause (10iv) the date which such 20 calendar day period is exceeded, and or for purpose purposes of clause (viv) the date on which such ten (10) 20 or fifteen (15) 60 calendar day period, as applicable, is exceeded being referred to as “"Event Date”"), then, then in addition to any other rights the Holders may have hereunder or under applicable law, then, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 1.0% per month of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable for any Registrable Securities then held by Holder (such amount to be prorated for partial months), up to a Holder under this Agreement shall be 12.0% maximum of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement9.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing As soon as practicable following the Closing Date, the Company shall prepare and file with the Commission a the 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. Each The Registration Statement filed required hereunder shall be on Form S-1 and (or on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (unless except if otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially in the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required form circulated to be named as an “underwriter” without such Holder’s express the Holders prior written consentto filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five seven Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such a Registration Statement will not be “reviewed,” or will is not be subject to further review, or (iiiii) prior to the date when such Registration Statement is first declared effective date of a Registration Statementby the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iviii) a Registration Statement registering for resale all of the Registrable Securities filed or required to be filed hereunder is not declared effective by the Commission by on or before the Effectiveness Date of the Initial Registration StatementDate, or (viv) after the effective date of a Registration StatementStatement is first declared effective by the Commission, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) in any such case 10 calendar consecutive calendar days or but no more than an aggregate of fifteen (15) 15 calendar days during any 12 month period (which need not be consecutive calendar days) during any 12-month period (any Trading Days)(any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses clause (iiii) and (iv), the date on which such Event occurs, and or for purpose purposes of clause (i) the date on which such seven Trading Day period is exceeded, or for purposes of clause (ii) the date on which such five (5) Trading Day period 20 calendar days is exceeded, and or for purpose purposes of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (viv) the date on which such ten (10) 10 or fifteen (15) 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by of the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid for any Registrable Securities then held by such Holder pursuant to the Purchase AgreementHolder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1812% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (a) On or within the meaning of the Securities Act), and in any event prior to each Filing Datethe date that is thirty (30) business days following the date of any such notice, the Company Weatherford 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. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness PeriodSEC”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of ) a Registration Statement on the same Trading Day that appropriate form for the Company telephonically confirms effectiveness purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the Commission, which SEC. Weatherford shall be keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date requested for effectiveness after which all of such Registration Statement. The Company shall, the Registrable Shares registered thereunder shall have been distributed by 9:30 a.m. Eastern Time on Precision pro rata as a dividend to the Trading Day shareholders of Precision and (ii) 60 days after the effective date of such the Registration Statement; provided, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of that such notification of effectiveness or failure to file a final Prospectus as foresaid date shall be deemed an Event under extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 2(d). (b1.2(e) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the application of Rule 415Registration Statement and, be registered for resale as a secondary offering on a single registration statementupon such withdrawal, the Company agrees Precision shall have no further right to promptly inform each distribute any of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Eventprospectus relating thereto). (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, Date 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 a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each The Registration Statement filed hereunder shall be on Form S-1 and shall contain S-3 (unless otherwise directed by at least 85% except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder which case such registration shall be required on another appropriate form in accordance herewith). The Company shall cause each Registration Statement to be named become effective and remain effective as an “underwriter” without such Holder’s express prior written consentprovided herein. Subject to the terms of this Agreement, the The Company shall use its best reasonable commercial efforts to cause a each Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its best reasonable commercial efforts to keep such each Registration Statement continuously effective under the Securities Act until the date that which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial any Registration Statement is not filed on or prior to its the applicable Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or Date; (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities filed hereunder is not declared effective by the Commission by the applicable Effectiveness Date of Date; (iii) after a Registration Statement is filed with and declared effective by the Initial Registration StatementCommission, a Discontinuation Event (as hereafter defined) shall occur and be continuing, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously be effective (by suspension or otherwise) as to all Registrable Securities included in such Registration Statement, or to which it is required to relate at any time prior to the Holders are otherwise not permitted to utilize expiration of the Prospectus therein to resell such Registrable SecuritiesEffectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective), for a period of time which shall exceed 30 days in the aggregate per year or more than ten (10) 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective); or more than an aggregate (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of fifteen three (153) calendar consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within 30 days (which need not be consecutive calendar days) during any 12-month period of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses clause (i) and or (iv), ii) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date which such ten (10) calendar 30 day or 20 consecutive day period (as the case may be) is exceeded, and or for purpose purposes of clause (viv) the date on which such ten three (103) Trading Day period is exceeded, or fifteen for purposes of clause (15iv) calendar day periodthe date on which such three (3) Trading Day period is exceeded, as applicable, is exceeded being referred to as “Event Date”), then, in addition then as partial relief for the damages to the Purchaser by reason of the occurrence of any such Event (which remedy shall not be exclusive of any other rights the Holders may have hereunder remedies available at law or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall pay to each Holder an amount in cashthe Purchaser, as partial liquidated damages and not as a penalty, for each day that an Event has occurred and is continuing, an amount in cash equal to one-thirtieth (1/30th) of the product of 2.0% (A) the original principal amount of the Note multiplied by (B) 0.02. In the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If event the Company fails to pay make any partial liquidated damages payments pursuant to this Section 2(b) in full within seven a timely manner, such payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. (c) Within three business days after of the date payableEffectiveness Date, the Company will pay interest thereon at shall cause its counsel to issue a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) blanket opinion in the form attached hereto as Exhibit A, to the Holdertransfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, accruing daily from provided that the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid Company has not advised the transfer agent orally or in fullwriting that the opinion has been withdrawn. The partial liquidated damages pursuant Copies of the blanket opinion required by this Section 2(c) shall be delivered to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to Purchaser within the cure of an Eventtime frame set forth above. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder shall be on Form S-1 and 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 contain (unless otherwise directed by at least 85% be on another appropriate form in interest accordance herewith, subject to the provisions of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex BSection 4.17(e)); provided, however, that no Holder Purchaser shall be required to be named as an “underwriter” without such HolderPurchaser’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders Purchasers (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time (New York City time) on a Trading Day. The Company shall immediately notify the Holders Purchasers via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested requesteds for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a the 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. Each The Registration Statement filed required hereunder shall be on Form S-1 S-3 or its equivalent for a public offering of shares and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best reasonable efforts to cause a such shares to be registered for the offering. The Registration Statement filed under this Agreement required hereunder shall reflecting the principles of what is contained (includingexcept if otherwise directed by the Holders) in the "Plan of Distribution" attached hereto as Annex A, without limitationsubject to the laws and regulations governing any plan of distribution, under Section 3(c)) and what is customary by the Company according to the Purchase Agreement. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that when all Registrable Securities covered by such the Registration Statement (ia) have been sold, thereunder or sold pursuant to Rule 144, the Registration Statement or an exemption from the registration requirements of the Securities Act or (iib) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holders (the “"Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed pay to have each Holder an amount in shares, as liquidated damages and not satisfied this clause (i))as a penalty, or (ii) equal to 1% of the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated aggregate Shares owned by the Commission such Holder pursuant to the Purchase Agreement for any Registrable Securities Act, within five Trading Days of then held by such Holder; and. if the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission on or before the Effectiveness Date, or after a Registration Statement is first declared effective by the Effectiveness Date of the Initial Registration StatementCommission, or (v) after the effective date of a Registration Statement, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days in any such cases twenty Trading Days (which need not be consecutive calendar days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “"Event”, ," and for purposes of clauses clause (i) and or (iv), ) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and or for purpose purposes of clause (iii) the date which such ten (10) calendar day fifteen Trading Day period is exceeded, and or for purpose purposes of clause (v) the date on which such ten (10) or fifteen (15) calendar day periodtwenty Trading Day period is exceeded, as applicable, is exceeded being referred to as “"Event Date”"), then, then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and : on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedcured or no more than a total of twelve months from the Closing Date, the Company shall pay to each Holder an amount in cashshares, as partial liquidated damages and not as a penalty, equal to the product 2% of 2.0% multiplied by the aggregate Subscription Amount paid Shares owned by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid for any Registrable Securities then held by such Holder pursuant to no more than a total of twelve months from the Purchase AgreementClosing date. If In no way will the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, more than 2% per month if the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to misses both the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullFiling Date and Effective Date. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or As soon as reasonably practicable following the written request of the Unitholders, but in any event prior to each Filing Datethe date that is 90 days after such written request, the Company shall prepare and file with the Commission a Registration Statement covering under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities that are not then registered on an effective specified by the Unitholders. The Registration Statement for an offering filed pursuant to this Section 2.1(a) shall be made on a continuous basis such appropriate registration form of the SEC as shall be selected by the Company so long as it permits the public resale of the Registrable Securities from time to time pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least 85% in interest 415 of the Holders) substantially the “Plan of Distribution” attached hereto Securities Act or such other similar rule as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consentis then applicable. Subject to the terms of this Agreement, the The Company shall use its reasonable best efforts to cause a each Registration Statement filed under pursuant to this Agreement (including, without limitation, under Section 3(c)2.1(a) to be declared effective under effective, supplemented, amended or replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities Act as promptly as possible after by the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act Unitholders until the date that earliest of (i) all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or and (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding In the registration obligations set forth in Section 2(aevent that a Unitholder (together with any Affiliates that are Unitholders) elects to dispose of Registrable Securities pursuant to an underwritten offering of Registrable Securities (the “Participating Unitholders”), the Company will, at the request of the Participating Unitholders (an “Underwritten Offering Request”), use its reasonable best efforts to file a prospectus supplement that shall be deemed to be part of a Registration Statement filed pursuant to Section 2.1(a) that is useable for a resale of Registrable Securities by the Participating Unitholders conducted pursuant to an underwritten offering; provided, however, that in no event shall the Company be required to file a prospectus supplement or Registration Statement (as applicable) or otherwise participate in more than two (2) underwritten offerings during any twelve-month period; provided, that if the Commission informs Company determines in good faith that effecting an underwritten offering on behalf of the Unitholders would have an adverse effect on the price, timing or distribution of a primary offering of EnLink Midstream Common Units by the Company, then the Company that all shall be entitled, not more than once in any 360-day period, to postpone any such underwritten offering for a reasonable period of time not to exceed 30 consecutive days. The Underwritten Offering Request will specify the aggregate value of the Registrable Securities cannot, as a result proposed by the Participating Unitholders to be included in such underwritten offering (calculated based on the volume-weighted average trading price of the application of Rule 415, be registered EnLink Midstream Common Units for resale as a secondary offering on a single registration statement, the Company agrees 20 Business Days prior to promptly inform each the date of the Holders thereof and use its commercially reasonable efforts to file amendments to Underwritten Offering Request), which aggregate value may not be less than $50 million. Participating Unitholders may change the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities proposed to be offered in any underwritten offering at any time prior to commencement of such offering unless the Company has been advised by the managing Underwriter or Underwriters for such underwritten offering that such change will have an adverse effect on the price, timing or distribution of the EnLink Midstream Common Units in the underwritten offering. Participating Unitholders will be permitted to be registered rescind an Underwritten Offering Request at any time prior to the public announcement of the underwritten offering; provided, that (i) the Participating Unitholders reimburse the Company for all reasonable, out-of-pocket expenses incurred by the CommissionCompany in connection with such underwritten offering and (ii) the Unitholders will not be entitled to submit an Underwritten Offering Request during the two months following the date of the rescission. (c) Notwithstanding any other provision of this Agreement and subject The Company will use its reasonable best efforts to cause the payment of liquidated damages Registration Statement filed pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted 2.1(a) to be registered on a particular declared effective as promptly as practicable and no later than 180 days following the date of written request set forth in Section 2.1(a). The Company further agrees to use its reasonable best efforts to supplement or make amendments to each such Registration Statement as a secondary offeringmay be necessary to keep such Registration Statement effective for the Effectiveness Period, unless otherwise directed including (A) to respond to the comments of the SEC, if any, (B) as may be required by the registration form utilized by the Company for such Registration Statement or by the instructions to such registration form, (C) as may be required by the Securities Act, or (D) as may be reasonably requested in writing by a Holder the Participating Unitholders or any Underwriter and reasonably acceptable to the Company. The Company agrees to furnish to the Participating Unitholders copies of any such supplement or amendment no later than the time it is first being used or filed with the SEC. A Registration Statement when it becomes or is declared effective (including the documents incorporated therein by reference) will comply as to its Registrable Securities, form in all material respects with all applicable requirements of the number Securities Act and the Exchange Act and will not contain an untrue statement of Registrable Securities a material fact or omit to state a material fact required to be registered on such Registration Statement will be reduced as follows: a. First, stated therein or necessary to make the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares statements therein not misleading (appliedand, 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 any prospectus contained in such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (appliedRegistration Statement, in the case that some Pre-Funded Warrant Shares may be registered, to light of the Holders on circumstances under which a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holdersstatement is made). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations As soon as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to practicable following the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond but in writing to comments made by the Commission in respect any event within three (3) Business Days of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal notify the Unitholders of the effectiveness of such Registration Statement. (d) Subject to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payablefollowing sentence, the Company will pay interest thereon at a rate may include in any underwritten offering any securities for its own account or for the account of 18% per annum holders of EnLink Midstream Common Units (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullother than Unitholders). The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall if the lead Underwriters of an underwritten offering advise the Company that, in their reasonable opinion the number of Equity Interests (including any Registrable Securities) that the Company, the Participating Unitholders and any other Persons intend to include in any underwritten offering is such that the success of any such offering would be permitted materially and adversely affected, including with respect to name the price at which the securities can be sold, then the number of EnLink Midstream Common Units or other Equity Interests to be included in the Registration Statement for the account of the Company, the Participating Unitholders and any Holder other Persons will be reduced to the extent necessary to reduce the total number of securities to be included in any such underwritten offering to the number recommended by such lead Underwriter; provided, however, that such reduction shall be made: (i) first, to remove or affiliate reduce any EnLink Midstream Common Units or other Equity Interests proposed to be offered by the Company for its own account and (ii) second, to remove or reduce pro rata among the Participating Unitholders and any other holders of a Holder EnLink Midstream Common Units or other Equity Interests requested to be registered or disposed of, as applicable, so that the total number of Equity Interests to be included in any Underwriter without such offering for the prior written consent account of all such HolderPersons will not exceed the number recommended by such lead Underwriter.

Registration. (a) On or prior to each the Filing Date, 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, on Form S-3 (or on such other form appropriate for such purpose). Each Such Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless except if otherwise directed by at least 85% in interest required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the Holderscharacterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its best efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the applicable its Effectiveness Date, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the first Business Day immediately following the Effective Date of such Registration Statement in which the Commission accepts filings on its ▇▇▇▇▇ database, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act until the date that all Registrable Securities covered by final prospectus to be used in connection with sales pursuant to such Registration Statement (i) have been sold, thereunder whether or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement not such filing is technically required under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(dRule). (b) Notwithstanding the registration obligations set forth in other provisions of this Section 2(a)2, if the Company receives Commission informs Comments, and following discussions with the Commission in which the Company that uses reasonable efforts and devotes a reasonable amount of time to cause as many Registrable Securities as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter, the Company is unable to cause the inclusion of all such Registrable Securities, then the Company will have the right, on one Trading Day prior written notice to the Holders, to (i) remove from the Registration Statement such portion of the Registrable Securities cannot, as a result (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the application Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415, be registered for resale as a secondary offering on a single registration statement415 (provided, the Company agrees may not name any Holder as an underwriter without such Holder’s prior written consent) (collectively, the “SEC Restrictions”). Any cut-back imposed pursuant to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments this Section 2(b) shall be allocated first to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Placement Agent Warrant Shares (applied, in and then among the case that some Warrant Shares may be registered, to of the Holders on a pro rata basis based basis, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the total number Company is able to effect the registration of unregistered Warrant the Cut Back Shares held by in accordance with any SEC Restrictions (any such Holdersdate, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to the Cut Back Shares; and c. Thirdprovided, however, that for such purposes the Closing Date shall be deemed to be the Restriction Termination Date. For the avoidance of doubt, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial will prepare and file additional Registration Statement Statements in accordance with the foregoing, the Company will use its best efforts to file with the Commission, terms hereof until such time as promptly as allowed all such required shares are covered by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial effective Registration Statement, as amendedStatements. (dc) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files the Initial a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereinhereof, the Company shall not be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Effectiveness first Business Day immediately following the Effective Date of in which the Initial Commission accepts filings on its ▇▇▇▇▇ database, the Company shall not have filed a “final” prospectus for the Registration StatementStatement with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (viii) after its Effective Date, without regard for the effective date of a Registration Statementreason thereunder or efforts therefor, such Registration Statement ceases for any reason to remain continuously be effective and available to the Holders as to all Registrable Securities included in such Registration Statement, or to which it is required to cover at any time prior to the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, expiration of its Effectiveness Period for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) 30 Trading Days during any 12-month period (which need not be consecutive) (any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses (i) and or (iv), ii) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date which such ten (10) calendar day 30 Trading Day-period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : on the last day of each such Event Date and on each monthly anniversary of 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 1.0% of 2.0% multiplied by the aggregate Subscription Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement Agreement. The parties agree that (1) the Company will not be liable for liquidated damages under this Agreement with respect to any warrants issued to any placement agent as compensation in connection with the financing that is the subject of the Purchase Agreement or Placement Agent Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period, and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% twelve percent (12%) of the aggregate Subscription Investment Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month each 30-day period prior to the cure of an Event, and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness Period. (ed) Notwithstanding anything Each Holder agrees to furnish to the contrary contained herein, Company a completed Questionnaire in no event the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Company be permitted to name any Holder or affiliate Registrable Securities of a Holder as in a Registration Statement and shall not be required to pay any Underwriter without liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least four Trading Days prior written consent of such Holderto the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) On or prior to each Filing Date, the 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 a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each The Company shall file each Registration Statement filed hereunder shall be on Form S-1 no later than the Filing Date and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a each Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its best reasonable commercial efforts to keep such each Registration Statement continuously effective under the Securities Act until the date that which is the earlier date of when: (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, ; or (ii) all Registrable Securities covered by such Registration Statement may be sold without volume or manner-of-sale restrictions limitations under the Securities Act pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holders Holder (the each, an “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all Within three business days 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 statementEffectiveness Date, the Company agrees shall cause its counsel to promptly inform each issue a blanket opinion to the Company’s transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Holder and confirmation by the Holder that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the Holders thereof and use its commercially reasonable efforts to file amendments blanket opinion required by this Section 2(b) shall be delivered to the Initial Registration Statement as required by Holder within the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commissiontime frame set forth above. (c) The Company may require Purchaser of Registrable Securities as to which any registration is being effected to furnish to the Company, within ten (10) calendar days after written request therefor has been made by the Company, such information regarding the distribution of Purchaser’s Registrable Securities as is required by law to be disclosed in the Registration Statement (the “Requisite Information”). (d) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to any Registration Statement. No Holder shall be entitled to use the Prospectus if Purchaser shall have failed to furnish the information required by this Section 2, and such information with respect to Purchaser shall have been included in the Prospectus, unless the Company shall have failed timely to fulfill its obligations under this Section. If any information furnished to the Company by a Holder for inclusion in a Registration Statement or the Prospectus becomes materially misleading, Purchaser agrees (i) to furnish promptly to the Company all information required to be disclosed in such Registration Statement in order to make the information previously furnished to the Company not materially misleading and (ii) to stop selling or offering for sale Registrable Securities pursuant to the Registration Statement until Purchaser’s receipt of the copies of a supplemented or amended Prospectus correcting such disclosure. The Company shall have no obligation to keep a Prospectus usable with respect to a particular Holder or to give notice that a Prospectus is not usable by Purchaser to the extent such Prospectus is not usable by Purchaser because current Requisite Information with respect to Purchaser is not included therein because Purchaser has not provided such information to the Company in accordance with this Section 2(c). (e) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d)Agreement, if the any Commission or any SEC Guidance guidance sets forth a limitation on the number of Registrable Securities permitted shares of the Company’s capital stock to be registered on a particular in the Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable SecuritiesStatement), the number of Registrable Securities Shares to be registered on such Registration Statement will be reduced without penalty to the Company. The Company shall file a new registration statement as follows:soon as reasonably practicable covering the resale by Purchaser of not less than the number of shares of such Shares that are not registered in the Registration Statement. a. First(f) Notwithstanding the foregoing obligations in this Section 2, if the Company furnishes to Purchaser a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would: (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall reduce or eliminate any securities have the right to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along defer taking action with the calculations as respect to such Holder’s allotment. In filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the event the Company amends the Initial Registration Statement in accordance with the foregoingcertificate is delivered to Purchaser; provided, the Company will use its best efforts to file with the Commissionhowever, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is Company may not filed on or prior to its Filing Date invoke this right more than once in any twelve (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review 12) month period and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request shall not register any securities for acceleration its own account or that of any other stockholder during such period. (g) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of a Discontinuation Event (as defined below), Purchaser will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days until Purchaser’s receipt of the date that copies of the Company supplemented Prospectus and/or amended Registration Statement or until it is notified advised in writing (orally or in writing, whichever is earlierthe “Advice”) by the Commission Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Registration Statement will not be “reviewed” Prospectus or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph. For purposes of this Agreement, a “Discontinuation Event” shall mean: (i) when the Commission notifies the Company fails to file whether there will be a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect “review” of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from and whenever the Commission that comments in writing on such amendment is required in order Registration Statement; (ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such Registration Statement to be declared effective, or Prospectus or for additional information; (iviii) a the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement registering for resale covering any or all of the Registrable Securities is not declared effective or the initiation of any Proceedings for that purpose; (iv) the receipt by the Commission by Company of any notification with respect to the Effectiveness Date suspension of the Initial Registration Statementqualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) after the effective date occurrence of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the Holders are otherwise not permitted to utilize the Prospectus therein to resell case of such Registrable Securities, for more than ten (10) consecutive calendar days Registration Statement or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day periodProspectus, as applicablethe case may be, is exceeded being referred it will not contain any untrue statement of a material fact or omit to as “Event Date”), thenstate any material fact required to be stated therein or necessary to make the statements therein, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% light of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payablecircumstances under which they were made, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Eventnot misleading. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, 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. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain a description of the Holders planned distribution (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially in the form of “Plan of Distribution” attached hereto as Annex A and substantially A. The Company shall respond to any comments from the “Selling Stockholder” section attached hereto staff of the Commission within seven days of the receipt of such comments. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to 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 CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consentpermitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company volume or other limitations of such rule, or not required to be registered in compliance with reliance upon the current public information requirement exemption in Section 4(a)(1) or 4(a)(7) under Rule 144the 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 telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, shall 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 failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d)Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a secondary offeringgreater 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 be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 Registrable Securities purchased by the Purchasers pursuant to the Purchase Agreement with the Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, being cutback prior to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders)any Conversion Shares. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (db) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) If a Registration Statement registering for resale all of the Registrable Securities (i) is not declared effective by the Commission by the Effectiveness Date of the Initial Registration StatementStatement or any other Registration Statement (unless the sole reason for such non-registration of all or any portion of the Registrable Securities is solely as a result of SEC Guidance under Rule 415 or similar rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (vii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive 30 calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.01% of the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or during which such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullEvent continues uncured. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything . Provided, however, the foregoing liquidated damages shall not accrue or be otherwise charged during any period in which the Investor is eligible to sell the contrary contained herein, in no event shall the Company be permitted to name Shares on any Holder or affiliate of a Holder as any Underwriter given day under Rule 144 without the prior written consent volume or other limitations of such Holderrule, or in reliance upon the exemption in Section 4(a)(1) under the Securities Act, or after such Investor has publicly sold its Registrable Securities.

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder shall be on Form S-1 or such other appropriate form in accordance herewith, subject to the provisions of Section 2(e) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling StockholderShareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act Act, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the period commencing on the Effectiveness Date and ending on the later of the dates set forth in clause (i) or (ii) of the provision, the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, 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, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use 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 Question 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third(ii) Second, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares, Placement Agent Warrant Shares and Strategic Advisor Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares, Placement Agent Warrant Shares and Strategic Advisor Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares, Placement Agent Warrant Shares and Strategic Advisor Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or 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, and to use its commercially reasonable efforts to cause the Commission to declare such registration statement covering the Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, effective as soon as practicable after the date. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereinherein or the Company subsequently withdraws the filing of the Registration Statement, for reasons other than at the request of the Holders of a majority in interest of the Registrable Securities to withdraw the Registration Statement, the Company shall be deemed to have not satisfied this clause (i)) and any such event or circumstance shall thus constitute an “Event” as defined below), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities Securities, subject to the cutback limitations set forth in Section 2(c) of this Agreement, is not declared effective by the Commission by the Effectiveness Date of the Initial Registration StatementStatement (provided that, if the Registration Statement does not allow for the resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause and any such event or circumstance shall thus constitute an “Event” as defined below), or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product $1,000 per day of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreementfailure. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) The Company shall register the resale of the Registrable Securities on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into an S-3 as soon as Form S-3 becomes available to the Company), provided that the Company shall maintain and effectiveness of and update as required the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144 (assuming for purposes of the Warrant Shares that the Warrants are exercised on a cashless basis), 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 telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to 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, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;; and b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten twenty (1020) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.01.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement Agreement; provided that the Company shall not be required to make any payments pursuant to this Section 2(d) with respect to any Registrable Securities the Company is unable to register due to limits imposed by the Commission’s interpretation of Rule 415 under the Securities Act. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.05.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering covering, among other things, the resale of all or such portion (as permitted by SEC Guidance and Rule 415) of the Registrable Securities on such Filing Date that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Statement. Each The Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause a have the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible within ninety (90) days after the filing thereof, but in any event no later than the applicable Effectiveness DateRegistration Statement is filed, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (a) three years from the Effectiveness Date; or (b) the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i))Date, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such the Initial Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten thirty (1030) calendar days Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Initial Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by after the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen twenty (1520) calendar days during any twelve (12) month period (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses clause (i) and (iv), the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and or for purpose purposes of clause (iii) the date which such ten twenty (1020) calendar day Trading Day period is exceeded, and or for purpose purposes of clause (v) the date on which such ten (10) or fifteen (15) calendar day periodclause, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders Holder may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each the Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product $500 per month (not to exceed an aggregate of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% $5,000), pro-rated for periods of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreementless than thirty (30) days. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. If the Company fails to file the Registration Statement on or before the Filing Date, the exercise price of the Warrant issued in the Offering shall be adjusted downward from $0.15 to $0.10 per share. (c) The Company shall notify the Holder of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Registration Statement until the requisite changes have been made and which notice shall be made by public dissemination of information by filing a Report on Form 8-K or otherwise) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Registration Statement or any supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement or other documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement, provided that any and all of such information shall remain confidential to the Holder until such information otherwise becomes public, unless disclosure by the Holder is required by law; provided, further, that notwithstanding the Holder’s agreement to keep such information confidential, the Holder makes no acknowledgement that any such information is material, non-public information. (d) In the event that the SEC shall seek to impose a limitation on the number of Registrable Securities that may be included in the Registration Statement as a secondary offering pursuant to Rule 415 under the Securities Act or otherwise, the Company shall include in such registration (i) first, the Registrable Securities, reduced, pro rata, among the Holders; and (ii) second, any Company securities owned by other owners who have requested registration, reduced as determined by the Company. (e) Once the SEC has declared the Registration Statement effective, the Company shall use its commercially reasonable efforts to maintain the effectiveness of such Registration Statement during the Effectiveness Period and shall use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (f) The Company shall promptly deliver to each Holder, without charge, as many copies of the Prospectus and each amendment or supplement thereto as such Holders may reasonably request in connection with resales by the Holder of Registrable Securities. (g) The Company shall use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each of the registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. (h) Upon learning that a prospectus that is part of the Registration Statement contains a material misstatement or omission that causes other statements made therein to be materially inaccurate, as promptly as reasonably possible, the Company shall notify the Holders to cease selling Registrable Securities and shall prepare a supplement or amendment, including a post- effective amendment, to the Registration Statement or a supplement to the related prospectus, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Holder agrees to cease selling Registrable Securities immediately upon notice from the Company that the prospectus related to the Registrable Securities is not current and not to resume selling Registrable Securities until notified by the Company that he or she may do so. (i) In order for a Holder to include Registrable Securities in the Registration Statement, each Holder must complete and execute the Selling Shareholder Questionnaire in the form accompanying the Subscription Agreement and return it to the Company together with the Subscription Agreement. Any subsequent Holder must complete and execute the Selling Shareholder Questionnaire prior to the due date set forth therein. If any Holder returns his, her or its Selling Shareholder Questionnaire after the stated deadline, the Company shall not be required to include such Holder’s Registrable Securities in the Registration Statement. (j) Notwithstanding anything else set forth herein, the Company may suspend the use of the prospectus that is part of the Registration Statement (a “Blackout Period”) for valid business reasons (not including avoidance of its obligations hereunder) or to avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events; provided that promptly following the termination of the Blackout Period, the Company shall notify Holders that the Blackout Period has ended. (k) The rights to cause the Company to register Registrable Securities may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) provided, however, (i) the transfer must comply with this Registration Rights Agreement; (ii) the transferor shall, within ten (10) days after such transfer, furnish to the contrary contained herein, in no event shall Company written notice of the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent and address of such Holdertransferee or assignee and the securities with respect to which such registration rights are being assigned; and (iii) such transferee shall agree to be subject to and bound by all obligations and restrictions set forth in this Registration Rights Agreement.

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder shall be on Form S-1 S-3 or such other appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling StockholderShareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act Act, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders and any restrictive legend is removed to permit the delivery of the securities via the facilities of DTC (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). When effective, a Registration Statement filed pursuant to this Section 2(a) (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to 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, Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;; and b. (ii) Second, the Company shall reduce Registrable Securities represented by Shares, Pre-Funded Warrant Shares, the Asset Manager Warrant Shares, the Lead Investor Warrant Shares and the Management Warrant Shares (applied, in the case that some Shares, Pre-Funded Warrant Shares, Asset Manager Warrant Shares, Lead Investor Warrant Shares and/or Management 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 c. ThirdShares, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (appliedShares, in the case that some Pre-Funded Asset Manager Warrant Shares, Lead Investor Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded and Management Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such HolderH▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities Securities, subject to the cutback limitations set forth in Section 2(c) of this Agreement, is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (viv) the date on which such five (5) or ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedcured to the reasonable satisfaction of the Holder, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product $1,000 per day of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreementfailure. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The Company shall provide written notice to each Holder of the occurrence of any Event (including the applicable Event Date) within one (1) business day after becoming aware of such Event. For the avoidance of doubt, the time limitations set forth in this clause (iv) shall apply notwithstanding the Company’s rights under Section 3(k), and any suspension of the availability of a Registration Statement or Prospectus permitted under Section 3(k) shall be included in calculating the periods set forth in this clause (iv). (e) The Company shall register the resale of the Registrable Securities on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into an S-3 as soon as Form S-3 becomes available to the Company), provided that the Company shall maintain and effectiveness of and update as required the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the applicable Filing Date, Date 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. Each The Registration Statement filed hereunder shall be on Form S-1 and shall contain SB-2 (unless otherwise directed by at least 85% except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder which case such registration shall be required on another appropriate form in accordance herewith). The Company shall cause such Registration Statement to be named become effective and remain effective as an “underwriter” without such Holder’s express prior written consentprovided herein. Subject to the terms of this Agreement, the The Company shall use its best efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holders (the “"Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all Within three business days 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 statementEffectiveness Date, the Company agrees shall cause its counsel to promptly inform each issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the Holders thereof and use its commercially reasonable efforts to file amendments blanket opinion required by this Section 2(c) shall be delivered to the Initial Registration Statement as required by Purchaser within the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commissiontime frame set forth above. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided The Purchaser hereby confirms to the Company that the Purchaser has waived any and all liquidated damages arising out of the Company's inability to fulfill its obligations to file a registration statement, or to registrants of securities in generalhave such registration statement declared effective, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such March Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Rights Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, 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, on Form SB-2 (or on such other form appropriate for such purpose). Each Such Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless except if otherwise directed by at least 85% in interest required pursuant to written comments received from the Commission upon a review of such Registration Statement) the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its reasonable best efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the applicable its Effectiveness Date, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that which is the earlier of (i) the date as of which the Holders may sell all of the Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii144(k) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent 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. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may shall have hereunder or under applicable law, on each such Event Date and on each monthly anniversary sold all of each such Event Date (if the applicable Event shall not have been cured Registrable Securities covered by such dateRegistration Statement (the "Effectiveness Period"). By 5:00 p.m. (New York City time) until on the applicable Event is curedEffective Date, the Company shall pay file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to each Holder be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any outstanding Registrable Securities are not then covered by an amount in casheffective Registration Statement, as partial liquidated damages then the Company shall prepare and not as a penalty, equal to the product of 2.0% multiplied file by the aggregate Subscription Amount paid Filing Date for such Registration Statement, an additional Registration Statement covering the resale of all Registrable Securities not already covered by such Holder an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement Rule 415, on Form SB-2 (or on such other form appropriate for such purpose). Each such Registration Statement shall be 12.0% of the aggregate Subscription Amount paid by such Holder contain (except if otherwise required pursuant to written comments received from the Purchase AgreementCommission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. If By 5:00 p.m. (New York City time) on the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payableEffective Date of such Registration Statement, the Company will pay interest thereon at shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (c) Promptly following any date on which the Company becomes eligible to use a rate of 18% per annum registration statement on Form S-3 to register the Registrable Securities for resale, the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall use its reasonable best efforts to cause such lesser maximum amount that is permitted Registration Statement to be paid by applicable law) to the Holderdeclared effective as soon as possible thereafter, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid but in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month event prior to the cure Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of an Eventsuch Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (ed) Notwithstanding anything Each Holder agrees to furnish to the contrary contained herein, Company a completed Questionnaire in no event the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Company be permitted to name any Holder or affiliate Registrable Securities of a Holder as in a Registration Statement who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least five Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)). The Holder shall supplement such Selling Holder Questionnaire if the information contained therein shall become incorrect at any Underwriter without the prior written consent of such Holdertime.

Registration. (a) On or prior to each the Filing Date, 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 owning a majority of the Registrable Securities may specify in writing. Each The Registration Statement filed hereunder 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 the Registration Statement shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least 85% in interest the Holders owning a majority of the HoldersRegistrable Securities) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible on or prior to the earlier of (i) the 90th calendar day following the Closing Date (the 120th calendar day in the event of a full review by the Commission; provided that, if the Company has filed the Registration Statement by the Filing Date and the Commission has not completed it review and declared the Registration Statement effective on or prior to February 13, 2006, then the time period for being effective shall be extended to the 150th calendar day) and (ii) the 10th business day after the filing thereof, but in any event Commission advises the Company that the Registration Statement will not be reviewed or the Commission has no later than further comments on the applicable Effectiveness Registration Statement (the “Required Effective Date, and ”). The Company shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (i) the two year anniversary of the date that the Registration Statement is declared effective by the Commission, (ii) the date on which all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and (iii) otherwise transferred to Persons who may trade such securities without restriction or limitation under the affected Holders Securities Act (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a 424(b) prospectus with the Commission. The Prospectus shall be filed no later than 9:30 a.m. am Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d)Effective Date. (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), Date; or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally filed or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities filed hereunder is not declared effective by the Commission by the Effectiveness its Required Effective Date of the Initial Registration Statement, or (viii) after the effective date of Required Effective Date, a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, Securities for more than ten (10) 30 consecutive calendar days or but no more than an aggregate of fifteen (15) 60 calendar days during any 12-month period (which need not be consecutive calendar daysTrading Days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses clause (i) and (iv), the date on which such Event occurs, and for purpose of clause or (ii) the date on which such five (5) Trading Day period is exceeded, and Event occurs or for purpose purposes of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) 30 or fifteen (15) 60 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, cash as partial liquidated damages and not as a penalty, equal to the product 1.5% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree for any Company Shares and Warrant Shares then held by such Holder; ­provided, that the maximum aggregate such liquidated damages payable to a Holder under this Agreement shall be 12.0not exceed 12% of the aggregate Subscription Amount purchase price paid by such Holder all Holders pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or Agreement for such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullshares. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything . For purposes of clarity, the partial liquidated damages amount shall be calculated solely based on the purchase price paid by such Holder pursuant to the contrary contained herein, Purchase Agreement for any Company Shares and Warrant Shares then held by such Holder and shall in no event shall way take into account the Company be permitted purchase price paid by Holder pursuant to name the Purchase Agreement for any Holder or affiliate of a Holder as any Underwriter without the prior written consent of Selling Stockholder Shares then held by such Holder.

Registration. (a) On or prior to each the Filing Date, 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. Each The Registration Statement filed hereunder 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 for such purpose) and shall contain (unless except if otherwise directed by at least 85% in interest required pursuant to written comments received from the Commission upon a review of such Registration Statement) the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject with respect to the terms of this Agreement, the Holders. The Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the applicable Effectiveness DateDate for such Registration Statement, and shall use its best efforts to keep such the Registration Statement continuously effective under the Securities Act until the earliest of (i) the date which is five years after the date that the Registration Statement is declared effective by the Commission or (ii) such time as all Registrable Securities covered by such Registration Statement (imay be resold by the Holders without volume restrictions under Rule 144(k) have been sold, thereunder or pursuant to Rule 144, promulgated under the Securities Act or (iiiii) may be the date on which the Holders shall have publicly sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without all the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders Registrable Securities (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"EFFECTIVENESS PERIOD"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if If for any reason the Commission informs the Company that does not permit all of the Registrable Securities cannotto be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Securities are not otherwise included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30th day following such date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a result of the application of continuous basis pursuant to Rule 415, be registered for resale as a secondary offering on a single registration statement, Form S-3 (except if the Company agrees to promptly 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements is not then eligible to register for resale those the Registrable Securities that were not registered for resale on the Initial Registration StatementForm S-3, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company in which case such registration shall be deemed to have not satisfied this clause (ion another appropriate form for such purpose)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that . Each such Registration Statement will not be “reviewed” or will not be subject shall contain (except if otherwise required pursuant to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to written comments made by received from the Commission in respect upon a review of such Registration Statement within ten (10Statement) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.the

Registration. (a) On or prior to each Filing Date, the Company shall prepare and 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 an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder 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(e)) and shall contain (unless otherwise directed by the Holders of at least 8550.1% in interest of the HoldersRegistrable Securities included in such Registration Statement) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time (New York, New York time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration StatementSEC. The Company shall, by 9:30 a.m. Eastern Time 5:30 p.m. (New York, New York time) on the Trading second Business Day after the effective date of such Registration Statement, file a final Prospectus with the Commission SEC as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission SEC 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 inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the CommissionSEC, covering the maximum number of Registrable Securities permitted to be registered by the CommissionSEC, on Form 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); with respect to filing on Form S-3 or other appropriate form, and ; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d)Agreement, if the Commission or any SEC Guidance sets forth a limitation on Staff limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. (ii) Second, the Company shall reduce 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 or acquirable upon cash exercise of the Common Stock Purchase Warrant by such Holders); and; c. (iii) Third, the Company shall reduce the Registrable Securities represented by Pre-Funded Warrant Shares the shares of Common Stock issuable upon conversion of the Series C Preferred Stock; (appliediv) Fourth, in the case that some Pre-Funded Warrant Shares may be registeredCompany shall reduce the Registrable Securities represented by the shares of Common Stock issuable upon conversion of the Series A Preferred Stock; and (v) Fifth, to the Holders on a pro rata basis based on Company shall reduce the total number Registrable Securities represented by the shares of unregistered Pre-Funded Warrant Shares held by such Holders)Common Stock issuable upon conversion of the New Note. In the event of a cutback hereunder, the Company shall give the each Holder at least five (5) three Trading Days prior written notice along with the calculations as to such Holder▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best commercially reasonable efforts to file with the CommissionSEC, as promptly as allowed by Commission SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. No liquidated damages shall accrue or be payable with respect to any Registrable Securities which are not included in a Registration Statement as a result of a cutback imposed by the SEC until such time as the Company is required to file an additional Registration Statement. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission SEC pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission SEC that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission SEC by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) 30 consecutive calendar days or more than an aggregate of fifteen (15) 60 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) 10 calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) 10 or fifteen (15) 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement $500,000. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0the product of 18% times $500,000. For the purposes of this Section 2(d), the aggregate Subscription Amount paid by such Holder pursuant to shall be proportionately reduced in the Purchase Agreementeven that Conversion Shares shall have been issued and sold. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. For avoidance of doubt, if the SEC Staff reduces the number of Registrable Securities as contemplated in Section 2(c), no liquidated penalties pursuant to Section 2(d) shall be imposed. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, the The Company shall prepare and file with the Commission a Registration Statement covering the resale of all 125% 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. Each The Registration Statement filed hereunder shall be on Form S-1 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 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such a Registration Statement. The Company shall, by 9:30 a.m. am Eastern Time on the Trading Day after the effective date of such Registration StatementEffective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as a foresaid shall be deemed an Event under Section 2(d2(b). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein), the Company shall not be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such a Registration Statement will not be “reviewed,” or will not be subject to further review, ; or (iii) prior to the effective date of a Registration Statementits Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) 14 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such a Registration Statement to be declared effective, ; or (iv) a Registration Statement registering for resale all of the Registrable Securities filed or required to be filed hereunder is not declared effective by the Commission by the its Effectiveness Date of the Initial Registration Statement, Date; or (v) after the effective date of Effectiveness Date, a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, Securities for more than ten (10) 10 consecutive calendar days or but no more than an aggregate of fifteen (15) 15 calendar days during any 12-month period (which need not be consecutive calendar daysTrading Days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses clause (iii) and or (iv), ) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and or for purpose purposes of clause (iii) the date which such ten (10) 14 calendar day period is exceeded, and or for purpose purposes of clause (v) the date on which such ten (10) 10 or fifteen (15) 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary shall constitute an Event of each such Event Date (if Default under the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an EventNote. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, the Company shall use reasonable 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. Each Registration Statement filed hereunder 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) (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% required in interest connection with comments from the staff of the HoldersCommission) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its best reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, 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, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use 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. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. i. First, the Company shall reduce or eliminate any securities to be included by any Person other than Registrable Securities;a Holder; and b. ii. Second, the Company shall reduce Registrable Securities represented by Warrant the 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five two (52) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best reasonable efforts to file with the Commission, as promptly as allowed by Commission or 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. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i))Date, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten fifteen (1015) calendar days Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten fifteen (1015) calendar day Trading Day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.09.9% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days Trading Days after the date payable, the Company will pay interest thereon at a rate of 189.9% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to If Form S-3 is not available for the contrary contained hereinregistration of the resale of Registrable Securities hereunder, in no event shall the Company be permitted shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to name any Holder or affiliate register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Holder as any Underwriter without Registration Statement on Form S-3 covering the prior written consent of such HolderRegistrable Securities has been declared effective by the Commission.

Registration. (a) On Pubco shall prepare, and shall use it best efforts to file with the Commission on or prior to each before the Filing Date, 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. Each The Registration Statement filed required hereunder shall, at Pubco's election, be on Form SB-2 (except if Pubco is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case the Registration Statement shall be on another appropriate form in accordance herewith) or Form S-1 and S-1. The Registration Statement required hereunder shall contain (unless except if otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” "PLAN OF DISTRIBUTION" attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company ANNEX A. Pubco shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to become effective and remain effective as provided herein. Pubco shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that all earlier of (a) twenty-four months after the Effectiveness Date and (b) such time when the Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company Pubco pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Pubco'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. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"EFFECTIVENESS PERIOD"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial a Registration Statement is not filed on or prior to its the Filing Date (if the Company Pubco files the Initial a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein), the Company Pubco shall not be deemed to have not satisfied this clause (i)), ; or (ii) the Company Pubco fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within by the later of (x) five Trading Days of from the date that the Company Pubco is notified (orally or in writing, whichever is earlier) by the Commission that such a Registration Statement will not be “"reviewed” ," or will not be subject to further reviewreview ("COMMISSION NOTICE") and (y) ten Trading Days from the date that Pubco receives a Commission Notice if (A) Pubco's Board of Directors determines in its good faith judgment that it is advisable to delay the effectiveness of the Registration Statement, and (B) Pubco provides each Holder with a certificate signed by the President or Chief Executive Officer of the Company of such delay (not later than one day following the receipt of notice from the Commission); or (iii) prior to the date when such Registration Statement is first declared effective date of a Registration Statementby the Commission, the Company Pubco fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such a Registration Statement to be declared effective, ; or (iv) a Registration Statement registering for resale all of the Registrable Securities filed or required to be filed hereunder is not declared effective by the Commission by on or before the Effectiveness Date of the Initial Registration Statement, Date; or (v) after the effective date of a Registration StatementStatement is first declared effective by the Commission, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days in any such cases twenty Trading Days (which need not be consecutive calendar days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event”, "EVENT," and for purposes of clauses clause (i) and or (iv), ) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) or ten Trading Day period period, as applicable, is exceeded, and or for purpose purposes of clause clauses (iii) the date which such ten (10) calendar day Trading Day period is exceeded, and or for purpose purposes of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, twenty Trading Day period is exceeded being referred to as “Event Date”"EVENT DATE"), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : (x) on each such Event Date Date, Pubco shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Purchaser for the Registrable Securities then held by such Purchaser and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company Pubco shall pay to each Holder Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.02% of the aggregate Subscription Amount purchase price paid by such Holder pursuant Purchaser for the Registrable Securities then held by such Holder: PROVIDED, HOWEVER, that notwithstanding any provision herein to the Purchase Agreementcontrary, Pubco shall not be required to make payments under this Section 2(b) in excess of 10% of the aggregate purchase price paid by the Purchasers for the Registrable Securities. If the Company Pubco fails to pay any partial liquidated damages pursuant to this Section 2(b) in full within seven days after of the date payable, the Company will Pubco shall pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the HolderPurchasers, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event. (ec) Notwithstanding anything If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then Pubco shall file as soon as practicable, an additional Registration Statement (or, if permitted by law, a post-effective amendment to such Registration Statement) covering the contrary contained herein, in no event shall resale of Common Stock by the Company be permitted to name any Holder or affiliate Holders of a Holder as any Underwriter without the prior written consent not less than all of such HolderRegistrable Securities, and Pubco shall use best efforts to cause such Registration Statement to be declared effective as soon as practicable thereafter.

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request the effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time (New York City time) on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, 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, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to 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, Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;; and b. (ii) Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days Days’ prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or 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. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities Securities, subject to the cutback limitations set forth in Section 2(c) of this Agreement, is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.01.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a the 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. Each The Registration Statement filed required hereunder shall be on Form S-1 and S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (unless except if otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a the Registration Statement on the same Trading Day day that the Company telephonically confirms receives notification of the effectiveness with from the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the within 1 Trading Day after of the effective date day that the Company receives notification of such Registration Statementthe effectiveness from the Commission, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1Form 424(b)(5) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) . If: (i) the Initial a Registration Statement is not filed on or prior to its the Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereinDate, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities filed or required to be filed hereunder is not declared effective by the Commission by on or before the Effectiveness Date of the Initial Registration StatementDate, or (viii) after the effective date of a Registration StatementStatement is first declared effective by the Commission, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) in any such case 10 consecutive calendar days or Trading Days but no more than an aggregate of fifteen (15) calendar days 20 Trading Days during any 12 month period (which need not be consecutive calendar daysTrading Days) during any 12-month period (any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses clause (i) and or (iv), ii) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) 10 or fifteen (15) calendar day 20 Trading Day period, as applicable, is exceeded being referred to as “Event Date”), then, then in addition to any other rights the Holders may have hereunder or under applicable law, then, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 1.0% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid for any Registrable Securities then held by such Holder pursuant to for the Purchase Agreementfirst 30 days of such Event and 2.0% for each 30 days thereafter. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1815% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial Other than with respect to the first Event Date, the liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. The Company shall: (a) On or prior to each Filing Date, not later than the Company shall prepare and file with the Commission a Registration Statement covering the resale of all first anniversary of the Registrable Securities that are not then registered on an effective Registration Statement for an offering date hereof (the "Shelf Filing Deadline"), cause to be made filed a registration statement on a continuous basis Form S-3 (or any comparable or successor form) pursuant to Rule 415. Each 415 under the Securities Act, or if the Company is ineligible to use Form S-3, on another appropriate form (the "Shelf Registration Statement"), which Shelf Registration Statement filed hereunder shall provide for the issuance by the Company and resales by Holders of all Registrable Securities and any other IDSs that are issueable but otherwise would be on Form S-1 and shall contain (unless otherwise directed unregistered under the Securities Act held by at least 85% in interest of Holders or others that have provided the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be information required to be named as an “underwriter” without such Holder’s express prior written consent. Subject pursuant to the terms of this Agreement, the Company shall Section 2.2 hereof; (b) use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Shelf Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission as promptly as practicable after the first anniversary of the date hereof (the "Effectiveness Target Date"); and (c) use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Effectiveness Date provisions of Section 5(b) hereof to the extent necessary to ensure that (x) it is available for resales by the Holders of Registrable Securities entitled to the benefit of this Agreement and (y) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Initial Registration Statement, or Commission promulgated thereunder as announced from time to time for a period (vthe "Effectiveness Period") after of: (1) two years following the effective date of a Registration Statement, Effectiveness Target Date; or (2) such Registration Statement ceases for any reason to remain continuously effective as to shorter period that will terminate when (x) all Registrable Securities included in such Registration Statementand Exchange Warrants have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10otherwise) or fifteen (15y) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights all Registrable Securities registered under the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not Shelf Registration Statement have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages issued and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Eventresold. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing DateDate for the Warrant Shares, the Company shall use its commercially reasonable 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. Each The Registration Statement filed hereunder shall be on Form S-1 S-3 (except if the Company is not then eligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least 85% in interest the Holders and except if otherwise required pursuant to comments received from the Commission upon a review of the Holderssuch Registration Statement or pursuant to judicial and SEC interpretations) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as reasonably possible after the filing thereofbut, but in any event event, no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until during the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail balance of the effectiveness of a applicable Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d)Period. (b) Notwithstanding Subject to the registration obligations set forth in last sentence of this Section 2(a2(b), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) Ifif: (i) the Initial a Registration Statement under subsection (a) above is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i))Date, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified under subsection (orally or in writing, whichever is earliera) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities above is not declared effective by the Commission by the on or prior to its required Effectiveness Date of the Initial Registration StatementDate, or (viii) after its Effective Date, without regard for the effective date of a Registration Statementreason thereunder or efforts therefor, such Registration Statement under subsection (a) above ceases for any reason to remain continuously be effective and available to the Holders as to all Registrable Securities included in such to which it is required to cover at any time prior to the expiration of the Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, Period for more than ten (10) consecutive calendar days or more than an aggregate of fifteen thirty (1530) calendar days (which need not be consecutive calendar days) Trading Days during any 12-month period (which need not be consecutive) (any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses (i) and or (iv), ii) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date which such ten thirty (1030) calendar day Trading Day-period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights available to the Holders may have hereunder under this Agreement or under applicable law, on the earlier of the last day of each such Event Date and on each monthly anniversary of 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) until or on the fifth Trading Day after the applicable Event is has been cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to their pro rata portion of $50,000 (i.e., the product of 2.0% multiplied by Holders in the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of entitled to receive a penalty totaling $50,000 for each 30-day period); provided that such penalty shall not exceed $600,000 in the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullaggregate. The partial liquidated damages pursuant to the terms hereof preceding sentence shall apply and be payable on a daily pro rata basis for any portion of a month 30-day period prior to the cure of an Event. Event and shall cease to accrue (eunless earlier ceased) upon expiration of the Registration Period. Notwithstanding anything to the contrary contained hereinin this Section 2(b), in no event shall the Company shall not be required to make any payments under this Section 2(b) in the event that the subject Event or Event Date, or the failure to cure such Event or Event Date, is due to the Company’s postponement (and the Company is hereby permitted to name postpone) for a maximum of forty-five (45) days after the initial effectiveness of a Registration Statement, by the Company’s furnishing to the Holders a certificate signed by the Chief Executive Officer of the Company stating the Company (1) is in the process of filing a registration statement or proxy statement with respect to an acquisition or disposition and as a result thereof, the registration required by this Agreement could be materially detrimental to the Company, provided, however, that the Company may use this right to postpone such filing or effectiveness only once during any twelve (12) month period, or (2) has announced that a Change of Control (as defined in the Notes) has occurred or that the Company has entered into a definitive agreement to effect a Change of Control. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than five (5) Trading Days prior to the date on which a Registration Statement under this Agreement is to be filed or affiliate (if earlier) by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this Section. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(b) hereof to such Holder who fails to furnish to the Company a fully completed Selling Shareholder Questionnaire as any Underwriter without required by this Section or other information reasonably requested by the prior written consent of such HolderCompany for compliance with applicable registration and disclosure requirements.

Registration. (a) On or prior to each the Filing Date, 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. Each The Registration Statement filed hereunder 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) and shall contain (unless except if otherwise directed by at least 85% in interest of the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its best efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the applicable Effectiveness Date, and shall use its best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is two years after the date that the Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holders (the “"Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its the Filing Date (if the Company files the Initial such Registration Statement without affording the Holders Holder the opportunity to review and comment on the same as required by Section 3(a) hereinhereof, the Company shall not be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such the Registration Statement will not be “"reviewed” ," or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to any comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments such comments, or (iv) after its Effective Date, the Registration Statement ceases to be effective and available to the Holders thereunder as to all Registrable Securities to which it is required to relate (whether upon the delivery of an Advice pursuant to Section 6(d) or otherwise) at any time prior to the expiration of its Effectiveness Period without being succeeded within fifteen Trading Days by an amendment to such Registration Statement or notice from by a subsequent Registration Statement filed with and declared effective by the Commission, or (v) an amendment to the Registration Statement is not filed by the Company with the Commission within fifteen Trading Days of the Commission's notifying the Company that such amendment is required in order for such the Registration Statement to be declared effective, or (ivvi) a the exercise rights of the Holders pursuant to the Warrants are suspended for any reason, or (vii) the Registration Statement registering for resale all of the Registrable Securities is shall not be declared effective by the Commission by on or prior to the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “"Event”, ," and for purposes of clauses clause (i) and (iv), (vi) or (vii) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and or for purpose purposes of clause (iii) the date which such ten (10) calendar day day-period is exceeded, and or for purpose purposes of clause clauses (iv) or (v) the date on which such ten (10) or fifteen (15) calendar day periodTrading Day-period is exceeded, as applicable, is exceeded being referred to as “"Event Date”"), then, in addition to any other rights available to the Holders may have hereunder or under applicable law, Holders: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the product of the number of Warrant Shares then issuable upon exercise in full of the Warrant and the greater of (1) the closing sales price of the Common Stock on the Original Issue Date and (2) the closing sales price of the Common Stock as of such applicable Event Date ("Liquidated Damages Product"); and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.02% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase AgreementLiquidated Damages Product. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a the 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. Each The Registration Statement filed required hereunder shall be on Form S-1 and S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (unless except if otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” "PLAN OF DISTRIBUTION" attached hereto as Annex A ANNEX A. The Company shall cause the Registration Statement to become effective and substantially the “Selling Stockholder” section attached hereto remain effective as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consentprovided herein. Subject to the terms of this Agreement, the The Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date which is two years after the date that such Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such the Registration Statement (ia) have been sold, thereunder or sold pursuant to Rule 144, the Registration Statement or an exemption from the registration requirements of the Securities Act or (iib) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"EFFECTIVENESS PERIOD"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial a Registration Statement without affording counsel to the Holders placement agent the opportunity to review and comment on the same as required by Section 3(a) herein), the Company shall not be deemed to have not satisfied this clause (i)); PROVIDED, HOWEVER, that if a Holder fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Holder pursuant to Section 3(k), then the Filing Date shall be extended until two Trading Days following the date of receipt by the Company of such required information, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such a Registration Statement will not be “"reviewed” ," or will not be subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective date of a Registration Statementby the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days twenty Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such a Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities filed or required to be filed hereunder is not declared effective by the Commission by on or before the Effectiveness Date of the Initial Registration StatementDate, or (v) after the effective date of a Registration StatementStatement is first declared effective by the Commission, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days in any such cases twenty Trading Days (which need not be consecutive calendar days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “"Event”, ," and for purposes of clauses clause (i) and or (iv), ) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and or for purpose purposes of clause (iii) the date which such ten (10) calendar day twenty Trading Day period is exceeded, and or for purpose purposes of clause (v) the date on which such ten (10) or fifteen (15) calendar day periodtwenty Trading Day period is exceeded, as applicable, is exceeded being referred to as “Event Date”"EVENT DATE"), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the applicable Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 2% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the applicable Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid for any Registrable Securities then held by such Holder pursuant to the Purchase AgreementHolder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1810% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event. (ec) Notwithstanding anything the foregoing, the Company may suspend offers and sales or delay the effectiveness of the Registration Statement an aggregate of up to sixty Trading Days in any 12-month period (provided no suspension shall exceed twenty consecutive Trading Days), if the contrary contained hereinCompany's Board of Directors determines, in no event shall the Company good faith, that such delay would be permitted necessary to name avoid premature disclosure of any Holder material acquisition, disposition, business combination or affiliate of a Holder as any Underwriter without the prior written consent of such Holderother material transaction.

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% required in interest connection with comments from the staff of the HoldersCommission) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its best reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, 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, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use 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. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities and February Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities and February Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities or February Registrable Securities, the number of Registrable Securities and February Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than Registrable Securitiesa Holder; b. Second, the Company shall reduce Registrable Securities and February Registrable Securities represented by Warrant Shares and February 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 and February Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities and February Registrable Securities represented by Pre-Funded Warrant Shares and February Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares and February Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five two (52) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best reasonable efforts to file with the Commission, as promptly as allowed by Commission or 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. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i))Date, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten fifteen (1015) calendar days Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten fifteen (1015) calendar day Trading Day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.010% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days Trading Days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to If Form S-3 is not available for the contrary contained hereinregistration of the resale of Registrable Securities hereunder, in no event shall the Company be permitted shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to name any Holder or affiliate register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Holder as any Underwriter without Registration Statement on Form S-3 covering the prior written consent of such HolderRegistrable Securities has been declared effective by the Commission.

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a the 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. Each The Registration Statement filed required hereunder shall be on Form S-1 and shall contain (unless except if otherwise directed by at least 85% in interest of the HoldersHolders or required by the Commission) substantially the “"Plan of Distribution” " attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that which is two (2) years after the date the Registration Statement was declared effective or such earlier date when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effecteffect (the "Effectiveness Period"); provided, addressed however, that the Company may postpone the filing of the Registration Statement and acceptable suspend the effectiveness of any Registration Statement, suspend the use of any Prospectus and shall not be required to amend or supplement the Transfer Agent Registration Statement, any related Prospectus or any document incorporated therein by reference) for a period not to exceed an aggregate of 90 days (a "Black Out Period") in the event that (1) an event or circumstance occurs and is continuing as a result of which the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith judgment of the Board of Directors of the Company, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) the disclosure relates to a material business transaction which has not yet been publicly disclosed and the affected Holders (disclosure of which, in the “good faith judgment of the Board of Directors of the Company, could reasonably be expected to have a material adverse effect on the business, operations or prospects of the Company; provided, further that the Effectiveness Period shall be extended by the number of days in any Black Out Period occurring during the Effectiveness Period”). In the event of the occurrence of any Black Out Period, the Company will promptly notify the Holders of Registrable Securities thereof in writing. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify not effect more than one Black Out Period pursuant to the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d)terms hereof in any consecutive 365 day period. (b) Notwithstanding the Registrations under this Section 2 shall be on such appropriate registration obligations set forth in Section 2(a), if form of the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, shall be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required selected by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders)Company. In the event that Form S-3 is not available for the registration of a cutback the resale of Registrable Securities hereunder, the Company shall give register the Holder at least five (5) Trading Days prior written notice along with resale of the calculations Registrable Securities on Form S-3 as to soon as such Holder’s allotment. In the event form is available, provided that the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will shall use its best efforts to file with maintain the Commission, as promptly as allowed by Commission or SEC Guidance provided to effectiveness of the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date then in effect until such time (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same but only until such time) as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of on Form S-3 covering the Registrable Securities is not has been declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an EventCommission. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the applicable 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. Each Registration Statement filed hereunder shall be on Form S-1 S-3 for registrations on a secondary basis and shall contain (unless except if otherwise directed agreed by at least 85% in interest of the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A and substantially (the “Selling Stockholder” section attached hereto as Annex B; providedparties agreeing that, howevernotwithstanding anything to the contrary contained in any Transaction Document, that no Holder shall be required to acquire Registrable Securities or to otherwise perform at the Closing or Additional Closing, as the case may be, if it shall be named as an “underwriter” without such Holder’s express prior written consent"Underwriter" in any Registration Statement). Subject to the terms of this Agreement, the The Company shall use its best efforts to cause a each Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the date that a Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such the Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holders (the “"Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (ia) the Initial a Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial a Registration Statement without affording the Holders Holder the opportunity to review and comment on the same as required by Section 3(a) herein), the Company shall not be deemed to have not satisfied this clause (ia)), or (iib) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such the Registration Statement will not be “"reviewed” ," or will not be subject to further review, or (iiic) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to any comments made by the Commission in respect of such Registration Statement within ten (10) calendar days Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effectivecomments, or (ivd) a Registration Statement registering for resale all of the Registrable Securities filed hereunder is not declared effective by the Commission by the 30th day following its Effectiveness Date of the Initial Registration StatementDate, or (ve) after its Effective Date, the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously be effective as to all Registrable Securities included in such Registration Statementto which it is required to relate, or the Holders are otherwise not permitted to utilize the Prospectus therein thereunder to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen 20 Trading Days for all such events, or (15f) calendar days (which need an amendment to the Registration Statement is not filed by the Company with the Commission within ten Trading Days of the Commission's notifying the Company that such amendment is required in order for the Registration Statement to be consecutive calendar days) during any 12-month period declared effective (any such failure or breach being referred to as an “"Event”", and for purposes of clauses (ia) and (ivd), the date on which such Event occurs, and or for purpose purposes of clause (iib) the date on which such five (5) Trading Day period is exceeded, or for purposes of clauses (c) and for purpose of clause (iiif) the date which such ten (10) calendar day Trading Day period is exceeded, and or, for purpose purposes of clause (ve) the date on which such ten (10) or fifteen (15) calendar day periodtwenty Trading Day period is exceeded, as applicable, is exceeded being referred to as “"Event Date”"), then, in addition to any other rights the Holders may have hereunder or under applicable law, : (x) on each such Event Date and on the first monthly anniversary of each such Event Date, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate amounts paid by such Holder pursuant to the Purchase Agreement; and (y) on each subsequent monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.02% of the aggregate Subscription Amount amounts paid by such Holder pursuant to the Purchase Agreement. Such liquidated damages shall be in addition to any rights and remedies available to Holder under the Transaction Documents and applicable law. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1812% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date until such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event. (ec) Notwithstanding anything If for any reason the Commission does not permit all of the Registrable Securities to be included in the contrary contained hereinRegistration Statement filed pursuant to Section 2(a), then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the Filing Date for such Registration Statement, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 for registrations on a secondary basis. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no event later than the Effectiveness Date for such Registration Statement, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period for such Registration Statement. (d) If the number of Registrable Securities at any time exceeds 85% of the number of shares of Common Stock then registered in a Registration Statement the Company shall prepare, file and cause to be permitted declared effective an additional Registration Statement so that not less than 115% of the issuable Registrable Securities will be covered by Registration Statements hereunder. The Company shall prepare and file as soon as possible after the date on which it is notified in writing that such threshold has been reached, but in any event by the Filing Date for such Registration Statement, an additional Registration Statement covering the resale of all Registrable Securities in the amounts required by this section that are not already covered by an existing and effective Registration Statement for an offering to name any Holder or affiliate of be made on a Holder as any Underwriter without continuous basis pursuant to Rule 415, on Form S-3 (except if the prior 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 for such purpose). Each such Registration Statement shall contain (except if otherwise required pursuant to written consent comments received from the Commission upon a review of such HolderRegistration Statement) the "Plan of Distribution" attached hereto as Annex A. The Company shall cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date for such Registration Statement, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period for such Registration Statement.

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the not less than 2,341,771 Registrable Securities that are not then registered on an effective Registration Statement (or such lesser amount as required by the SEC) for an offering to be made on a continuous basis pursuant to Rule 415. Each The Registration Statement filed hereunder 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) and shall contain (unless except if otherwise directed required by at least 85% in interest of the HoldersCommission) substantially the “"Plan of Distribution” " attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its best -------------------- ------- commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to become effective and remain effective as provided herein. The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable prior to its Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that which is the earlier of four (4) years from the Closing Date or the date when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder sold or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company's transfer agent and the affected Holders (the “"Effectiveness Period”"). -------------------- (b) The Company shall give written notice to the Holders of the Registrable Securities (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus pursuant to the terms of Section 2(b)(v) and is referred to herein as a "Deferral Notice"): (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction; and (v) of (A) the happening of any event that requires the Company to make changes in the Registration Statement or the Prospectus in order that the Registration Statement or the Prospectus does not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or (B) the occurrence or existence of any pending corporate development, public filing with the Commission or other similar event with respect to the Company that, in the reasonable discretion of the Company, makes it necessary to suspend the availability of a Registration Statement and the related Prospectus. The Company shall telephonically request effectiveness be entitled to exercise its right to deliver a Deferral Notice under this Section 2(b) to suspend the availability of a the Registration Statement as of 5:00 p.m. Eastern Time on or any prospectus, without incurring or accruing any obligation to pay liquidated damages pursuant to Section 2(c) (except for a Trading Day. The Deferral Notice pursuant to Section 2(b)(v)(B) for which the Company shall immediately notify remain obligated to pay liquidated damages), for one or more periods not to exceed ten (10) consecutive days in any 120-day period, and not to exceed, in the Holders via facsimile or by eaggregate, thirty (30) days in any 365-mail day period (such period during which the availability of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file and any prospectus is suspended being 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 failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"Deferral Period"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (ia) the Initial any Registration Statement is not filed on or prior to its the Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (ivb) a Registration Statement registering for resale all of the Registrable Securities filed hereunder is not declared effective by the Commission by the Effectiveness Date of the Initial Registration StatementDate, or (vc) after the effective date of a Registration StatementStatement is filed with and declared effective by the Commission, such Registration Statement ceases for any reason to remain continuously be effective as to all Registrable Securities included in to which it is required to relate at any time prior to the expiration of the Effectiveness Period without being succeeded within fifteen Trading Days by an amendment to such Registration StatementStatement or by a subsequent Registration Statement filed with and declared effective by the Commission or (d) the Common Stock is not listed or quoted, or is suspended from trading on the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, American Stock Exchange for more than ten (10) a period of two consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period Trading Days (any such failure or breach being referred to as an “"Event”, ," and for purposes of clauses clause (ia) and or (iv), b) the date on which such Event ----- occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iiic) the date which such ten (10) calendar day fifteen Trading Day-period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “"Event Date”"), then, in addition to any other rights the Holders may have hereunder or under applicable law, then beginning on ---------- each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.01.00% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% per 30 day period of the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement, which shall accrue on a daily basis until the applicable Event shall have been cured, during the first 90 day period, and increasing to 2.00% per 30 day period thereafter, of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement, which shall accrue on a daily basis until the applicable Event shall have been cured. Notwithstanding the foregoing, a Event Date shall be deemed not to have occurred and be continuing in relation to the Registration Statement or the related Prospectus if the Company has delivered a Deferral Notice pursuant to Section 2(b) of this Agreement and the Deferral Period shall not have extended past the periods permitted by Section 2(b)(v). If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, 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 a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain S-3 (unless otherwise directed by at least 85% except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder which case such registration shall be required to be named as an “underwriter” without such Holder’s express prior written consenton another appropriate form in accordance herewith). Subject to the terms of this Agreement, the The Company shall use its best commercially reasonable efforts to cause a each Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and . The Company shall use its best commercially reasonable efforts to keep such each Registration Statement continuously effective under the Securities Act until the date that which is the earlier date of when (i) all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without volume or manner-of-sale restrictions registration under the Securities Act pursuant to Rule 144 and without the requirement for the Company to (notwithstanding any volume restrictions that may be in compliance with the current public information requirement applicable under Rule 144), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holders (the each, an “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial any Registration Statement is not filed on or prior to its the applicable Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or Statement; (ivii) a Registration Statement registering for resale all of the Registrable Securities filed hereunder is not declared effective by the Commission by the applicable Effectiveness Date of Date; (iii) after a Registration Statement is filed with and declared effective by the Initial Registration StatementCommission, a Discontinuation Event (as hereafter defined) shall occur and be continuing, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously be effective (by suspension or otherwise) as to all Registrable Securities included in to which it is required to relate at any time prior to the expiration of the Effectiveness Period applicable to such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable SecuritiesStatement (without being succeeded immediately by an additional Registration Statement filed and declared effective), for a period of time which shall exceed 30 days in the aggregate per year or more than ten (10) 20 consecutive calendar days (defined as a period of 365 days commencing on the date such Registration Statement is declared effective); or more than an aggregate (iv) until such time as the Common Stock may be sold under Rule 144 outside of fifteen a Trading Market, the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (153) calendar consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within 30 days (which need not be consecutive calendar days) during any 12-month period of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses clause (i) and or (iv), ii) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date which such ten (10) calendar 30 day or 20 consecutive day period (as the case may be) is exceeded, and or for purpose purposes of clause (viv) the date on which such ten three (103) or fifteen (15) calendar day periodTrading Day period is exceeded, as applicable, is exceeded being referred to as “Event Date”), then, in addition then as partial relief for the damages to the Purchaser by reason of the occurrence of any such Event (which remedy shall not be exclusive of any other rights the Holders may have hereunder remedies available at law or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall pay to the Purchaser for each Holder day that an Event has occurred and is continuing, an amount in cashcash equal to one-thirtieth (1/30th) of the product of: (A) the then outstanding principal amount of the Term Note and each Minimum Borrowing Note multiplied by (B) 0.01; provided, however, that the Company shall not be required to pay the damages set forth in this sentence if the Event that gave rise to such damages directly arose or directly resulted from any materially untrue statement to be included in any Registration Statement or Prospectus, solely to the extent that such materially untrue statement (I) was furnished in writing to the Company by the Purchaser or any other Holder and (II) was specifically identified by the Purchaser or any other Holder to be used in any Registration Statement or Prospectus, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% case may be. (c) Within three business days of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payableEffectiveness Date, the Company will pay interest thereon at shall cause its counsel to issue a rate of 18% per annum blanket opinion substantially in the form attached hereto as Exhibit A (or with customary assumptions, qualifications and limitations), and provided that the Company’s counsel shall have received any representations letters and other information reasonably requested to provide such lesser maximum amount that is permitted to be paid by applicable law) opinion, to the Holdertransfer agent of the Company stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, accruing daily from provided that the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid Company has not advised the transfer agent orally or in fullwriting that the opinion has been withdrawn. The partial liquidated damages pursuant Copies of the blanket opinion required by this Section 2(c) shall be delivered to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to Purchaser within the cure of an Eventtime frame set forth above. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, 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, on Form SB-2 (or on such other form appropriate for such purpose). Each Such Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless except if otherwise directed by at least 85% in interest required pursuant to written comments received from the Commission upon a review of such Registration Statement) the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its best efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the applicable its Effectiveness Date, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective under during the Securities Act until entire Effectiveness Period. The Registration Statement shall contain 1) the date that all Registrable Securities covered by such Registration Statement (iand 2) have been sold, thereunder or pursuant to Rule 144, or (iithe securities set forth on Schedule 3.1(v) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders Purchase Agreement (the “Effectiveness PeriodOther Securities”). The Company shall telephonically request effectiveness of a Registration Statement as of By 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement (New York City time) on the same Trading Business Day that immediately following the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date Effective Date of such Registration Statement, the Company shall file a final Prospectus with the Commission as in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of under such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(dRule). (b) Notwithstanding the registration obligations set forth in other provisions of this Section 2(a)2, if the Company receives Commission informs Comments, and following discussions with the Commission in which the Company that uses reasonable efforts and devotes a reasonable amount of time to cause as many Registrable Securities as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter, the Company is unable to cause the inclusion of all such Registrable Securities, then the Company will have the right, on one Trading Days prior notice to the Holders, to (i) remove from the Registration Statement such portion of the Registrable Securities cannot, as a result and the Other Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the application Registrable Securities and the Other Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415, be registered for resale as a secondary offering on a single registration statement415 (provided, the Company agrees may not name any Holder as an underwriter without such Holder’s prior written consent) (collectively, the “SEC Restrictions”). Any cut-back imposed pursuant to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments this Section 2(b) shall be allocated (i) first to the Initial Registration Statement as required by Other Securities listed on Schedule 3.1(v) under the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. heading “First Cut Back,” (cii) Notwithstanding any other provision of this Agreement and subject second to the payment Placement Agent Warrant Shares, (iii) third to the Other Securities listed on Schedule 3.1(v) under the heading “Second Cut Back” and (iv) last among the Shares of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 basis, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on the total number of unregistered Warrant or as to any Cut Back Shares held by until such Holders); and c. Third, time as the Company shall reduce Registrable Securities represented by Pre-Funded Warrant is able to effect the registration of the Cut Back Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoingany SEC Restrictions (such date, the Company will use its best efforts to file with “Restriction Termination Date”). From and after the CommissionRestriction Termination Date, as promptly as allowed by Commission or SEC Guidance provided all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to the Company or Cut Back Shares; provided, however, that for such purposes the Closing Date shall be deemed to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on be the Initial Registration Statement, as amendedRestriction Termination Date. (dc) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files the Initial a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereinhereof, the Company shall not be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission on or prior to its required Effectiveness Date, or if by the Effectiveness second Business Day immediately following the Effective Date of the Initial Company shall not have filed a “final” prospectus for the Registration StatementStatement with the Commission under Rule 424(b) in accordance with Section 2(a), 2(b) or 2(c) herein, as the case may be (whether or not such a prospectus is technically required by such Rule), or (viii) after its Effective Date, without regard for the effective date of a Registration Statementreason thereunder or efforts therefor, such Registration Statement ceases for any reason to remain continuously be effective and available to the Holders as to all Registrable Securities included in such Registration Statement, or to which it is required to cover at any time prior to the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, expiration of its Effectiveness Period for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during 45 Trading Days in any 12-month 365 day period (any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses (i) and or (iv), ii) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date which such ten (10) calendar day 30 Trading Day-period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, cured the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 1.0% of 2.0% multiplied by the aggregate Subscription Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement Agreement. The parties agree that the Company will not be liable for liquidated damages under this Agreement with respect to any Placement Agent Warrant Shares. In no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period and the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% ten percent (10%) of the aggregate Subscription Investment Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. (ed) Notwithstanding anything Each Holder agrees to furnish to the contrary contained herein, Company a completed Questionnaire in no event the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Company be permitted to name any Holder or affiliate Registrable Securities of a Holder as in a Registration Statement and shall not be required to pay any Underwriter without liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior written consent of such Holderto the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder shall be , on Form S-1 and or if eligible, Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (unless except if otherwise directed by at least 85% in interest required pursuant to written comments received from the Commission upon a review of the Holderssuch Registration Statement) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its reasonable best efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the applicable its Effectiveness Date, and shall use its reasonable best efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that which is the earlier of (i) 120 days after no Holder is an affiliate of the Company or (ii) such time as all of the Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions by the Holders pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, any volume limitations as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holders or (iii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by By 9:30 a.m. (Eastern Time Time) on the Trading Business Day after immediately following the effective date Effective Date of such each Registration Statement, the Company shall file a final Prospectus with the Commission as in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason other than due solely to Commission restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d)415. (b) Notwithstanding the registration obligations set forth in Section 2(a), if If for any reason the Commission informs the Company that does not permit all of the Registrable Securities cannotto be included in the Registration Statement filed pursuant to Section 2(a), as or for any other reason any outstanding Registrable Securities are not then covered by an effective Registration Statement, then the Company shall prepare and file by the Filing Date for such Registration Statement, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a result of continuous basis pursuant to Rule 415, on Form S-1 or if eligible, Form S-3 (or on such other form appropriate for such purpose); provided, however, that the Company shall not be required to file such additional Registration Statement, or may exclude shares from such additional Registration Statement, if it believes in good faith, based upon advice from the Commission’s Staff, that application of Rule 415, be registered for resale as a secondary offering on a single 415 would not permit registration statement, of all or the excluded portion of such Registrable Securities; provided further that the Company agrees shall be obligated to promptly inform each use reasonable best efforts to advocate with the Commission for the registration of all of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if in accordance with Commission guidance. If the Commission or any SEC Guidance sets forth does require a limitation on reduction in the number of Registrable Securities permitted to or other shares of Common Stock that may be registered on included in a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable SecuritiesStatement, the number of Registrable Securities or other shares of Common Stock to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 shares held by the holders thereof, subject to a determination by the Commission that certain holders must be reduced before other holders based on the number of shares held by such Holders); andholders. Each such additional Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such additional Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such additional Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such additional Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. c. Third(c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, the Company shall reduce file a registration statement on Form S-3 covering the Registrable Securities represented by Pre(or a post-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, effective amendment on Form S-3 to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company then effective Registration Statement) and shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commissioncause such Registration Statement to be declared effective as soon as possible thereafter, as promptly as allowed by Commission or SEC Guidance provided but in any event prior to the Company or Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to registrants written comments received from the Commission upon a review of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, as amendedin any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such additional Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (d) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement, except in the Initial Registration Statement case of an amendment that does not concern a Holder, without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereinhereof, the Company shall not be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the on or prior to its required Effectiveness Date excluding by reason of the Initial Registration StatementCommission’s refusal to accept the Plan of Distribution set forth in Annex A of this Agreement with respect to the ability to sell at prevailing market prices, or (viii) after the effective date of a Registration Statement, its Effective Date such Registration Statement ceases for any reason to remain continuously be effective and available to the Holders as to all Registrable Securities included in such Registration Statement, or to which it is required to cover at any time prior to the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, expiration of its Effectiveness Period for more than ten (10) 60 consecutive calendar trading days or more than an aggregate of fifteen (15) calendar 90 trading days (which need not be consecutive calendar daysconsecutive) during in any 12-month period including by reason of the Company’s delaying or suspending such Registration Statement by reason of the Board of Directors concluding in good faith that such suspension or delay is necessary to comply with applicable law or otherwise necessary to avoid harm to the Company (any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses (i) and or (iv), ii) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date which such ten (10) calendar day trading day-period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.01.0% of the aggregate Subscription Amount purchase price paid by such Holder pursuant the Investor, up to a maximum aggregate payment of 6.0% of the Purchase Agreementpurchase price paid by the Investor. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 185.0% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. (e) Notwithstanding anything Each Holder agrees to furnish to the contrary contained herein, Company a completed Questionnaire in no event the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”). The Company shall not be required to include the Company be permitted to name any Holder or affiliate Registrable Securities of a Holder as in a Registration Statement and shall not be required to pay any Underwriter without liquidated or other damages under Section 2(d) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior written consent of such Holderto the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) On As promptly as possible, and in any event on or prior to each the Filing Date, 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. Each The Registration Statement filed hereunder 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 Form S-1) and shall contain (unless except if otherwise directed by the Purchasers) the plan of distribution. (b) If at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express any time prior written consent. Subject to the terms five (5) years after the date of this Agreement, the Company receives a request from Purchasers that the Company file a Registration Statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding and not registered under a previous Registration Statement, then the Company shall as soon as practicable, and in any event prior to the Filing Date, file on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1) registration statement covering all Registrable Securities that the Purchasers requested to be registered. (c) The Company shall use its best commercially reasonable efforts to cause a any Registration Statement filed under pursuant to this Agreement (including, without limitation, under Section 3(c)) 6.1 to be declared effective under by the Securities Act Commission as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the second anniversary of the Effective Date, (ii) the date that when all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144sold publicly, or (iiiii) may be sold the date on which the Registrable Securities are eligible for sale without volume or manner-of-sale restrictions registration pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a notify each Purchaser in writing promptly (and in any event within one Business Day) after receiving notification from the Commission that the Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d)has been declared effective. (bd) Notwithstanding The Company further agrees that, in the registration obligations set forth in event that the Registration Statement to be filed pursuant to Section 2(a6.1(a) has not been filed on the Filing Date (such event a “Registration Default”), if 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 shall issue to promptly inform each the Purchasers an aggregate number of shares of Common Stock at no cost to the Purchasers equal to two and one-half percent (2.5%) of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such pursuant to the Registration Statement will be reduced as follows: a. First, on the Company date of the Registration Default and shall reduce or eliminate any securities continue to issue an aggregate number of shares of Common Stock at no cost to the Purchasers equal to two and one-half percent (2.5%) of the maximum number of Registrable Securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, registered pursuant to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement for every Delinquency Period in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) which the Company fails to file the Registration Statement, as required;provided, however, that if the Purchasers fail to provide the Company with any material information that is reasonably required to be provided in such Registration Statement with respect to such Purchasers as set forth herein, then the Commission a request date of Registration Default described above for acceleration such Purchasers shall be extended until three (3) days following the date of receipt by the Company of such required information. The Company shall deliver said shares to the Purchasers by the fifth (5th) day after the date of the Registration Default and the fifth (5th) day after each Delinquency Period, as applicable. Notwithstanding the foregoing, nothing shall preclude the Purchasers from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 6.1(d) or otherwise in accordance with applicable law. “Delinquency Period” shall mean each ninety (90) day period after which a Registration Statement in accordance with Rule 461 promulgated by the Commission is to be filed pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (ivSection 6.1(a), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each Filing Date, 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. Each Registration Statement filed hereunder shall be on Form S-1 or another appropriate form in accordance herewith and shall contain (unless otherwise directed by at least 85% a majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. B. Subject to the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold by such Holder(s) without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders Holder(s) (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time (New York City time) on a Trading Day. The Company shall immediately promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time (New York City time) on the first Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). The Company shall not include any securities other than Registrable Securities on any Registration Statement unless the Purchasers shall consent to such inclusion in writing. (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, 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; with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to 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, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Conversion Shares (applied, in the case that some Warrant Conversion 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five three (53) Trading Days prior written notice along with the calculations as to such Holder▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by the Commission or 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. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, on two or more occasions or for more than ten forty-five (1045) consecutive calendar days (provided that if the Company is required to file a post-effective amendment to a Registration Statement to incorporate the Company’s quarterly or annual reports or audited financial statements on Forms 10-Q and 10-K, such period may be extended for no more than 5 consecutive calendar days in the case of a Form 10-Q and 15 consecutive calendar days in the case of a Form 10-K (the “Grace Period”)) or more than an aggregate of fifteen ninety (1590) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten forty-five (1045) or fifteen ninety (1590) calendar day periodperiod plus any Grace Period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.01.0% multiplied by the aggregate Subscription Investment Amount paid by such Holder pursuant to the Purchase Agreement Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.06.0% of the aggregate Subscription Investment Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 1812% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to If Form S-3 becomes available for the contrary contained hereinregistration of the resale of Registrable Securities hereunder, in no event shall the Company be permitted shall undertake to name any Holder or affiliate register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Holder as any Underwriter without Registration Statement on Form S-3 covering the prior written consent of such HolderRegistrable Securities has been declared effective by the Commission.

Registration. (a) On or prior to each Filing Date, 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 415415 (assuming on such date the Notes, Warrants and Preferred shares are converted and exercised in full, as applicable, without regard to any exercise limitation therein). Each Registration Statement filed hereunder 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(e)) and shall contain (unless otherwise directed by at least 85% a majority in interest of the HoldersHolders of Registrable Securities then outstanding) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) commencing twenty-four (24) months after the Closing Date, may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company) (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to 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, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offeringoffering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than Registrable Securitiesa Holder; b. Second, the Company shall reduce Registrable Securities represented by Warrant Underlying Shares (applied, in the case that some Warrant Underlying 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Underlying Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten twenty (1020) calendar days Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effectiveeffective unless such delay is caused by the need to update financial statements, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten fifteen (1015) consecutive calendar days or more than an aggregate of fifteen thirty (1530) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten twenty (1020) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 2% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree that for the maximum aggregate liquidated damages payable to a Registrable Securities held by Holder under this Agreement shall be 12.0% for the first such Event Date and on each of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreementfollowing Subsequent Event Dates. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The foregoing liquidated damages shall not be payable in connection with cutbacks required to be made by the Company in compliance with Section 2(b) and 2(c) above, provided the Company has complied with all of its obligations pursuant to Section 2(b) and 2(c) above. (e) Notwithstanding anything to If Form S-3 is not available for the contrary contained hereinregistration of the resale of Registrable Securities hereunder, in no event shall the Company be permitted shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to name any Holder or affiliate register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Holder as any Underwriter without Registration Statement on Form S-3 covering the prior written consent of such HolderRegistrable Securities has been declared effective by the Commission.

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a the Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement sold in the Closing for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers or sales of the Registrable Securities, for such other means of distribution of Registrable Securities as the Holders may specify. Each The Registration Statement filed required hereunder shall be on Form S-1 and S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (unless except if otherwise directed by at least 85% in interest of the Holders) substantially the “"Plan of Distribution” " attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until the date that which is two years after the Closing Date or such later date when all Registrable Securities covered by such the Registration Statement (ia) have been sold, thereunder or sold pursuant to Rule 144, the Registration Statement or an exemption from the registration requirements of the Securities Act or (iib) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without 144(k) promulgated under the requirement for the Company to be in compliance with the current public information requirement under Rule 144Securities Act, 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 Company's transfer agent (the “"Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d"). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its the Filing Date, provided, however, that if a Holder fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Holder, then the Filing Date shall be extended until five (if 5) Business Days following the date of receipt by the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as of such required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i))information, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five Trading (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such the Registration Statement will not be “"reviewed” ," or will is not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by filed or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities filed hereunder is not declared effective by the Commission by on or before the Effectiveness Date of the Initial Registration StatementDate, or (viv) after the effective date of a Registration Statement, such Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than in any such cases ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days Business Days (which need not be consecutive calendar days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “"Event”, ," and for purposes of clauses (i) and (iv), iii) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Business Day period is exceeded, and or for purpose purposes of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (viv) the date on which such ten (10) or fifteen (15) calendar day periodBusiness Day period is exceeded, as applicable, is exceeded being referred to as “an "Event Date”"), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder and not then transferable pursuant to the Registration Statement; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 1.5% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid for any Registrable Securities then held by such Holder and not then transferable pursuant to the Purchase AgreementRegistration Statement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1815% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial parties hereto agree that the liquidated damages provided for in this section constitute a reasonable estimate of the damages that may be incurred by the Purchasers by reason of the failure of the Company to file or cause to be declared effective the Registration Statement, or by reason of inability to offer and sell Registrable Securities pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior Registration Statement, in accordance to the cure of an Eventprovisions hereof. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the applicable Filing Date, 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. Each Registration Statement filed hereunder shall be , on Form S-1 and (or on such other form appropriate for such purpose). Such Registration Statement shall contain (unless except if otherwise directed by at least 85% in interest required pursuant to written comments received from the Commission upon a review of such Registration Statement, other than as to the Holderscharacterization of any Holder as an underwriter, which shall not occur without such Holder’s written consent) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its reasonable best efforts to cause a such Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. By 9:30 a.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts and time to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter (and in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities required by the Commission to be removed pursuant to the Commission Comments (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company name any Holder as an underwriter without such Holder’s prior written consent (collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed pursuant to this Section 2(b) shall be allocated first among the Agent Warrant Shares on a pro rata basis and then among the Shares of the Holders on a pro rata basis. From and after such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”), all provisions of this Section 2 shall again be applicable to the Cut Back Shares (which, for avoidance of doubt, retain their character as “Registrable Securities”) so that the Company will be required to file with and cause to be declared effective by the Commission such additional Registration Statements in the time frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities (if such Registrable Securities cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144). (c) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until during the date that all Registrable Securities covered by such entire Effectiveness Period. Such Registration Statement shall contain (i) have been sold, thereunder or except if otherwise required pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without written comments received from the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to Commission upon a written opinion letter to such effect, addressed and acceptable to the 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. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date review of such Registration Statement, file a final Prospectus with other than as to the Commission characterization of any Holder as required by Rule 424. Failure to so notify an underwriter, which shall not occur without such Holder’s written consent) the Holder within one “Plan of Distribution” attached hereto as Annex A. By 9:30 a.m. (1New York City time) Trading on the Business Day immediately following the Effective Date of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. FirstStatement, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along file with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement Commission in accordance with Rule 424 under the foregoing, Securities Act the Company will use its best efforts final prospectus to file be used in connection with the Commission, as promptly as allowed by Commission sales pursuant to such Registration Statement (whether or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amendedsuch filing is technically required under such Rule). (d) If: (i) the Initial Registration Statement is not filed on or prior Each Holder agrees to its Filing Date (if furnish to the Company files a completed Questionnaire in the Initial Registration Statement without affording the Holders the opportunity form attached to review and comment on the same this Agreement as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause Annex B (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event DateSelling Holder Questionnaire”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company shall not be permitted required to name any Holder or affiliate include the Registrable Securities of a Holder as any Underwriter without in a Registration Statement who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior written consent of such Holderto the Filing Date (subject to the requirements set forth in Section 3(a)).

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a the 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. Each The Registration Statement filed required hereunder shall be on Form S-1 and S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (unless except if otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the A. The Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that which is two years after the Closing Date or such later date when all Registrable Securities covered by such the Registration Statement (ia) have been sold, thereunder or sold pursuant to Rule 144, the Registration Statement or an exemption from the registration requirements of the Securities Act or (iib) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders Company’s transfer agent (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date (Date; provided, however, that if a Holder fails to provide the Company files with any information that is required to be provided in the Initial Registration Statement without affording with respect to such Holder, then the Holders Filing Date shall be extended until five (5) Trading Days following the opportunity to review and comment on the same as required date of receipt by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i))of such required information, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such a Registration Statement will not be “reviewed,” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities filed or required to be filed hereunder is not declared effective by the Commission by on or before the Effectiveness Date of the Initial Registration StatementDate, or (viv) after the effective date of a Registration StatementStatement is first declared effective by the Commission, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than in any such cases ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days Trading Days (which need not be consecutive calendar days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses (i) and (iv), iii) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and or for purpose purposes of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (viv) the date on which such ten (10) or fifteen (15) calendar day periodTrading Day period is exceeded, as applicable, is exceeded being referred to as an “Event Date”), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 1.5% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid for any Registrable Securities then held by such Holder pursuant to the Purchase AgreementHolder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 1815% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

Registration. (a) On or prior to each the Filing Date, the Company shall prepare and file with the Commission a the 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. Each The Registration Statement filed required hereunder shall be on Form S-1 and S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance herewith), any may include securities for the Company’s own account and/or the account of other holders of the Company’s securities. The Registration Statement required hereunder shall contain (unless except if otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A A. The Company shall cause the Registration Statement to become effective and substantially the “Selling Stockholder” section attached hereto remain effective as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consentprovided herein. Subject to the terms of this Agreement, the The Company shall use its best commercially reasonable efforts to cause a the Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no not later than the applicable Effectiveness Date, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the date that all earlier of (a) twenty-four months after the Effectiveness Date of the Registration Statement or (b) such time when the Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without 144(k) under the requirement for the Company to be in compliance with the current public information requirement under Rule 144, Securities Act or any other rule of similar effect as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial a Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial a Registration Statement without affording the Holders for purposes of such review only, the opportunity to review and comment on the same as required by Section 3(a) herein), the Company shall not be deemed to have not satisfied this clause (i)), ; or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such a Registration Statement will not be “reviewed,” or will not be subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective date of a Registration Statementby the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such a Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities filed or required to be filed hereunder is not declared effective by the Commission by on or before the Effectiveness Date of the Initial Registration StatementDate, or (v) after the effective date of a Registration StatementStatement is first declared effective by the Commission, such Registration Statement it ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statementfor which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days in any such cases twenty Trading Days (which need not be consecutive calendar days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event”, ” and for purposes of clauses clause (i) and or (iv), ) the date on which such Event occurs, and or for purpose purposes of clause (ii) the date on which such five (5) Trading Day period is exceeded, and or for purpose purposes of clause clauses (iii) the date which such ten (10) calendar day Trading Day period is exceeded, and or for purpose purposes of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, twenty Trading Day period is exceeded being referred to as “Event Date”), then, then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and law on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 2% of 2.0% multiplied by the aggregate Subscription Amount purchase price paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid for any Registrable Securities then held by such Holder pursuant to the Purchase AgreementHolder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payablereceipt of written demand for such payment, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event. (ec) Notwithstanding anything If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable but in any case prior to the contrary contained herein30th day following the date such number is exceeded, in no event shall an additional Registration Statement covering the resale of by the Holders of not less than all of such Registrable Securities and the Company shall use commercially reasonable efforts to cause such Registration Statement to be permitted to name any Holder or affiliate of a Holder declared effective as any Underwriter without the prior written consent of such Holdersoon as reasonably practicable thereafter.

Registration. (a) On or prior to each the applicable Filing Date, 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. Each Registration Statement required to be filed hereunder under this Agreement shall be filed on Form S-1 F-3 (or if the Company is not then eligible to utilize Form F-3, it shall utilize such other available form appropriate for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, provided however that no Holder shall be characterized as an underwriter unless otherwise directed such characterization is consistent with written information provided by at least 85% the Holder in interest of the HoldersSelling Holder Questionnaire) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder A. The Company shall be cause each Registration Statement required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly soon as possible after the filing thereofbut, but in any event event, no later than the applicable its Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if 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 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, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, 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 as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce 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 c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file including filing with the Commission a request for acceleration of a Registration Statement effectiveness in accordance with Rule 461 promulgated by the Commission pursuant to under the Securities Act, Act within five Trading (5) Business Days of after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed,” or will not be subject to further reviewreview and the effectiveness of such Registration Statement may be accelerated), or and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (iiiNew York City time) prior to on the effective date Business Day immediately following the Effective Date of a each Registration Statement, the Company fails to shall file a pre-effective amendment and otherwise respond in writing to comments made by with the Commission in respect of accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement within ten (10the “424 Prospectus”) calendar days after (whether or not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions, a Registration Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the receipt Company shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of comments all such unregistered Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. (b) Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with and responses to the Commission in which the Company uses its reasonable best efforts to cause as many Registrable Securities for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (and in such regard uses its reasonable best efforts to cause the Commission to permit the affected Holders or their respective counsel to participate in Commission conversations on such issue together with Company Counsel, and timely conveys relevant information concerning such issue with the affected Holders or their respective counsel), the Company is unable to cause the inclusion of all Registrable Securities, then the Company may, following not less than three (3) Trading Days (as defined in the Purchase Agreement) prior written notice to the Holders (i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) provided, that the number of shares that may be included in the Registration Statement will be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities purchased by all such Holders pursuant to the Purchase Agreement, provided further, that no Registrable Securities will be excluded unless and until all other securities of the Company and other stockholders not holding Registrable Securities hereunder who were to participate in an offering subject to a Registration Statement have been excluded; and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission that such amendment is required may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event may the Company characterize any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire (the restrictions in subclauses (i) and (ii) above referred to herein as, the “SEC Restrictions”). (c) If all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a) cannot be so included due to Commission Comments, then the Company shall prepare and file by the applicable Filing Date for such Registration Statement(s), such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Accordingly, if for example, an initial Registration Statement is filed under this Section 2(c) to register shares omitted from a Registration Statement filed under Section 2(a) due to Commission Comments and Commission Comments again require shares to be removed for such newly filed Registration Statement under this Section 2(c), then the Company will prepare and file additional Registration Statements until such time as all such required shares are covered by effective Registration Statements. The Company shall cause such Registration Statement to be declared effectiveeffective under the Securities Act as soon as possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the 424 Prospectus (whether or not such filing is technically required under such Rule). (ivd) If the Company did not file the Registration Statement pursuant to Section 2(a) hereof on Form F-3 because the Company was not then eligible to utilize Form F-3, then promptly following any date on which the Company becomes eligible to use a registration statement on Form F-3 to register Registrable Securities for resale, the Company shall file a Registration Statement on Form F-3 covering all Registrable Securities (or a post-effective amendment on Form F-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement, provided that no Holder shall be characterized as an underwriter unless such characterization is consistent with written information provided by the Holder in the Selling Holder Questionnaire) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the 424 Prospectus (whether or not such filing is technically required under such Rule). (e) Until the fifth anniversary of the date hereof, the Investors may notify the Company in writing, pursuant to Section 6(j) below, that they will be selling their Registrable Securities pursuant to a firm commitment underwritten offering (an “Underwritten Offering”), by an underwriter which shall be reasonably acceptable to the Company (the “Underwriter”). The Underwriter and the Investors shall instruct (the “Instruction”) the Company to file or amend a Registration Statement (or if the Company is not then eligible to utilize the form of registration statement that the effective Registration Statement is in for the Underwritten Offering, it shall re-file a registration statement on such other available form appropriate for such purposes) to allow the Underwritten Offering to be conducted pursuant to an effective registration statement. On or prior to the applicable Filing Date, the Company will include any information required about the Underwritten Offering in the Registration Statement covering the resale of all Registrable Securities as specified in Section 2(a) to 2(d) above. The Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (the “424 Prospectus”) (whether or not such filing is technically required under such Rule). (f) If: (i) a Registration Statement registering for resale all of is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Effectiveness Business Day immediately following the Effective Date of the Initial Company shall not have filed a “final” prospectus for the Registration StatementStatement with the Commission under Rule 424(b) (whether or not such a prospectus is technically required by such Rule), or (viii) after its Effective Date, without regard for the effective date of a Registration Statementreason thereunder or efforts therefor, such Registration Statement ceases for any reason to remain continuously be effective and available to the Holders as to all the Registrable Securities included in such Registration Statement, or to which it is required to cover at any time prior to the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, expiration of its Effectiveness Period for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days 30 Trading Days (which need not be consecutive calendar daysconsecutive) during any 12-month period (any such failure or breach being referred to as an “Event”, ,” and for purposes of clauses (i) and or (iv), ii) the date on which such Event occurs, and or for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose purposes of clause (iii) the date which such ten (10) calendar day 30 Trading Day-period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, then in addition to any other rights the Holders may have hereunder or under applicable law, : on each such Event Date Date, and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product 0.5% of 2.0% multiplied by the aggregate Subscription Investment Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12.0% of the aggregate Subscription Amount paid by such Holder for Securities pursuant to the Purchase Agreement. If ; provided, however, that the Company fails to pay any total amount of partial liquidated damages payable by the Company pursuant to all Events under this Section in full within seven days after shall be capped at an aggregate of 4.0% of the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be aggregate Investment Amount paid by applicable law) to the Holder, accruing daily from Investors under the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in fullPurchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro pro-rata basis for any portion of a month prior to the cure of an Event, except for the day of the first Event Date. In no event will the Company be liable for liquidated damages under this Agreement in excess of 0.5% of the aggregate Investment Amount of the Investors in any 30-day period. The Company shall not be liable for liquidated damages under this Agreement as to (i) any Registration Statement delays or failures that result from the existence or operation of Section 4.11 of the Securities Purchase Agreement and (ii) any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Commission Comments from the time that it is determined that such Registrable Securities are not permitted to be registered solely due to Commission Comments until such time as the provisions of this Agreement as to the next applicable Registration Statement required to be filed hereunder are triggered, in which case the provisions of this Section 2(e) shall once again apply, if applicable. (eg) Notwithstanding anything Each Holder agrees to furnish to the contrary contained herein, Company a completed Questionnaire in no event the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Company be permitted to name any Holder or affiliate Registrable Securities of a Holder as in a Registration Statement and shall not be required to pay any Underwriter without liquidated or other damages under Section 2(d) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior written consent of such Holderto the Filing Date (subject to the requirements set forth in Section 3(a)).