Common use of Required Registration Clause in Contracts

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period") the Company shall file with the Commission a Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery).

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages register for resale at least the number of Ordinary Shares equal to 1125% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount sum of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary maximum number of Ordinary Shares issuable upon conversion of the first Convertible Notes at the initial conversion price thereof and (ii) the maximum number of Ordinary Shares issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each Registration Statement filed hereunder shall be on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-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 a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall cause each Registration Statement filed under this Agreement 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 Deadline, and shall keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"i) the Company shall file with the Commission a Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith reasonable best efforts to ensure that prepare and as promptly as possible after the date hereof, but in any event, not later than forty five (45) days from the Closing Date (or, if such 45th day is not a Business Day, by the first Business Day thereafter) (the “Required Filing Date”) file a Registration Statement with respect to the Registrable Securities with the SEC (the “Required Registration Statement”) and shall use its reasonable best efforts to cause the Required Registration Statement to be declared effective under the Securities Act within 150 days after the Closing Date (or, if such 150th day is not a Business Day, by the first Business Day thereafter). If the Required Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within with the SEC by the Required Filing Period then Subscriber shall be entitled Date, other than due to liquidated damages equal failure by a Designated Holder to 1% of the Subscriber's original subscription amount furnish information or consents required (as provided in the Offering for each 30 day period (Section 2.7 hereof or pro rata amount of each 30 day period). The amount of damages may be paid as reasonably determined necessary by the Company in cash or in additional shares of Common Stock (the number of shares after consultation with counsel) to be based upon the final subscription price of the Common Stock included in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Required Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay each Designated Holder in cash an amount per month equal to one and one-half percent (1.5%) of the firm of Ellenoff Grossman & Schole, as counsel amount paid by such Designated Holder for the Registrable Securities pursuant to the Placement AgentPurchase Agreement, up which amount shall be payable by the tenth (10th) day after the end of each such month and shall be the Designated Holders’ sole remedy for such failure (other than any equitable remedies available to $00,000 for review such Holder, such as specific performance). The amounts payable to each Designated Holder pursuant to this Section shall bear interest at a rate of the Registration Statement. The Company shall also pay all expenses lesser of its counsel and transfer agent for any "144 opinions" twelve percent (12%) per annum, compounded annually, or other opinions which are required in connection with any transfers of Securities made the maximum rate then permitted by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)law.

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and, as soon as practicable, but in No event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares equal to be based upon the final subscription price 250% of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: sum of (i) the third anniversary maximum number of shares of Common Stock issuable upon conversion of the first Preferred Stock at the initial conversion price thereof and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall cause each Registration Statement filed under this Agreement 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 Deadline, and shall keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that no Warrants remain unexercised or unexpired all Registrable Securities covered by such Registration Statement No longer constitute Registrable Securities or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 days following the final Closing date but On or prior to 190 days following the final Closing date (the "Filing Period") Date the Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on appropriate form a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holderon Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its good faith best efforts to ensure that cause the Registration Statement is to be declared effective within 120 days of under the Securities Act as promptly as possible after the filing date. In thereof, but in any event prior to the event that Effectiveness Date, and to keep such Registration Statement continuously effective under the registration statement covering Securities Act until such date as is the earlier of (x) the date when all of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid covered by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the such Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired have been sold or (iiy) the date on which all the Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under restriction pursuant to Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities as determined by the counsel to the Company pursuant to Rule 144 a written opinion letter, addressed to the Company's transfer agent to such effect (such period, the "Effectiveness Period"). The Company shall bear all expenses If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Registration Statement, including fees Conversion Shares and expenses of its counsel and accountants and any blue sky filing fees. Furtherthe Warrant Shares based upon the computation on the Closing Date, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel have twenty (20) Business Days to the Placement Agent, up to $00,000 for review of the file such additional Registration Statement. The , and the Company shall also pay all expenses of use its counsel and transfer agent for any "144 opinions" or other opinions which are required best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer no event later than thirty (including, without limitation, sales made pursuant to prospectus delivery)30) days after filing.

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (equal to 100% of the sum of the maximum number of shares to be based of Common Stock issuable upon the final subscription price exercise of the Common Stock in Warrant (the Offering“Initial Required Registration Amount”). The Company will agree to take all actions as are necessary to keep the Registration Statement filed hereunder shall be on Form F-1. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall keep such Registration Statements continuously effective under the Securities Act until the later earlier of: (i) the third anniversary of the first date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities, or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 (a) Within forty-five (45) days after the Closing Date (or, if the date that is forty-five (45) days after the Closing Date is not a business day, the next business day immediately following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period") such date), the Company shall will prepare and file with the Commission SEC a Registration Statement registration statement on appropriate Form S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on Form S-1, or Form S-2, as applicable, or any successor form) for the purpose of registering for public resale under the Securities Act all of the Registrable Securities sold for resale by, and for the account of, the Holders as selling stockholders thereunder (the "Registration Statement"). The Registration Statement shall permit the Holders to the Subscriber offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Subscription Agreement Securities Act, any or held by a Holderall of the Registrable Securities. The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as reasonably practicable. The Company shall use its good faith best commercially reasonable efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until such date that is the later of: earlier of (i) the third anniversary date when all of the first date that no Warrants remain unexercised or unexpired Registrable Securities registered thereunder shall have been sold or (ii) two (2) years after the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 Closing Date (such period, the "Effectiveness PeriodMandatory Registration Termination Date"). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. FurtherThereafter, the Company shall pay be entitled to withdraw the firm Registration Statement and the Holders shall have no further right to offer or sell any of Ellenoff Grossman & Schole, as counsel the Registrable Securities pursuant to the Placement Agent, up to $00,000 for review Registration Statement (or any prospectus relating thereto). In the event the right of the selling Holders to use the Registration Statement. The Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if the events described in subsection (a)(i) or (ii) have not yet occurred, the Company shall also pay all expenses be required to extend the Mandatory Registration Termination Date by the same number of its counsel and transfer agent for any "144 opinions" days as such delay or other opinions which are Suspension Period (as defined in Section 10 hereof), provided that such delay is not the result of the Holders' failure or delay to furnish information required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)Section 5 hereof.

Required Registration. Not before 180 days If at any time following the final third --------------------- anniversary of the Closing date but prior to 190 days following Date the final Closing date (the "Filing Period") the Company shall file with the Commission a Registration Statement on appropriate form for the purpose holders of registering for public resale at least 50% of the Registrable Securities sold shall decide to sell or otherwise dispose of Registrable Securities of the Company then owned by such holders, such holders may give written notice to the Subscriber pursuant Company of the proposed disposition, specifying the number of Registrable Securities so to be sold or disposed of (which must include at least 50% of the Registrable Securities) and requesting that the Company prepare and file a registration statement under the Securities Act covering such Registrable Securities. The Company shall, within 10 days thereafter, give written notice to the Subscription Agreement or held other holders of Registrable Securities of such request and each of the other holders shall have the option, for a period of 10 days after receipt by a Holderit of such notice from the Company, to include its Registrable Securities in such registration statement. The Company shall use its good faith best efforts to ensure that cause an appropriate registration statement (the "Registration Statement is declared Statement") covering such Registrable Securities to be filed with the Commission and to become effective within 120 days as soon as reasonably practicable and to remain effective until the completion of the filing date. In the event that the registration statement covering all distribution of the Registrable Securities is to be offered or sold but not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% longer than 90 days after effectiveness of the Subscriber's original subscription amount Registration Statement. (The holders whose Registrable Securities are included in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the a Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant are hereinafter referred to Rule 144 (such period, as the "Effectiveness PeriodSelling Investors"). The Company shall bear all expenses of the not be obligated to file more than two Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel Statements pursuant to the Placement Agent, up to $00,000 for review foregoing provisions of the Registration Statementthis Section 8.1. The Company shall also pay bear all expenses of its counsel the Costs and transfer agent Expenses of the two Registration Statements. In addition to the foregoing and without regard to there first having been filed either of the two Registration Statements provided for any "144 opinions" or other opinions which are required in connection with any transfers the foregoing provisions of this Section 8.1, the holders of Registrable Securities made by such parties under Rule 144 will be entitled to demand an unlimited number of Registration Statements on Form S-3 or any other applicable sale successor form allowing substantial incorporation by reference to Securities Exchange Act reports filed by the Company, but only if the Company is eligible to use Form S-3 or transfer such successor Form, at such holders' Cost and Expense, provided however, that at least $500,000 in aggregate sales price less underwriters discounts and commissions of Registrable Securities are proposed to be sold pursuant thereto and no more than one such Registration Statement is demanded in any twelve month period of time. A demand for registration under this Section 8.1 will not count as such until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 80% of the Registrable Securities included in such Registration Statement; provided, however, that if the initiating holders withdraw a request for registration before the Registration Statement becomes effective, then the initiating holders at their option either shall (including, without limitation, sales made pursuant i) bear the Costs and Expenses thereof pro rata on the basis of the number of shares requested to prospectus delivery)be included therein or (ii) have such Registration Statement applied to and counted as one of the two Registration Statements for which the Company has agreed to bear the Costs and Expenses.

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages register for resale at least the number of Common Shares equal to 1125% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount sum of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary maximum number of Common Shares issuable upon conversion of the first Note at the initial conversion price thereof and (ii) the maximum number of Common Shares issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by Holders of a majority of the outstanding Registrable Securities) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall cause each Registration Statement filed under this Agreement 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 Deadline, and shall keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 The Company shall use its reasonable efforts to prepare and, not later than twenty (20) days following from the final Closing date but prior to 190 days following Date (or, if such 20th day is not a Business Day, by the final Closing date first Business Day thereafter), file a Registration Statement with the SEC (the "Filing Period"“Required Registration Statement”) and cause the Required Registration Statement to be declared effective under the Securities Act within 120 days after the Closing Date (or, if such 120th day is not a Business Day, by the first Business Day thereafter). The Company agrees to include in the Required Registration Statement all information which the Designated Holders shall reasonably request and as may be permitted by applicable law. If the Required Registration Statement is not declared effective under the Securities Act within 120 days after the Closing Date (or, if such 120th day is not a Business Day, by the first Business Day thereafter), other than due to failure by a Designated Holder to furnish information required (as determined by the Company after consultation with counsel) to be included in such Required Registration Statement or a force majeure event described in Section 4.17, the Company shall file with pay each Designated Holder in cash an amount per month equal to one percent (1%) of the Commission a Registration Statement on appropriate form amount paid by such Designated Holder for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held Agreement, which shall be the Designated Holders’ sole remedy for such failure; provided that the maximum amount payable to a Designated Holder shall not exceed twelve percent (12%) of the amount paid by a Holdersuch Designated Holder under its Subscription Agreement. The Company shall use its good faith best reasonable efforts to ensure that keep the Required Registration Statement continuously effective for a period of one year after the Registration Statement is declared first becomes effective, plus the number of days during which such Registration Statement was not effective within 120 days of the filing date. In the event that the registration statement covering or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i) hereof, or such shorter period as will terminate when all of the Registrable Securities covered by the Required Registration Statement have been disposed of in accordance with the Required Registration Statement or have otherwise ceased to be Registrable Securities. In the event the Company shall give any notice pursuant to Sections 2.6(e) or (i) hereof, the additional time period mentioned in this Section 2.1 during which the Required Registration Statement is not filed within the Filing Period then Subscriber to remain effective shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid extended by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon days during the final subscription price period from and including the date of the Common Stock in giving of such notice pursuant to Sections 2.6(e) or (i) to and including the Offeringdate when each seller of a Registrable Security covered by the Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by Sections 2.6(e). The Company will agree may include in any registration filed pursuant to take all actions this Section 2.1, such additional securities as are necessary it may be obligated to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased include pursuant to any contractual obligations entered into by the Subscriber or held by a Holder may be sold without Company, and, subject to any restrictionrestrictions contained elsewhere in this Agreement, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of such securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, as the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel may elect to the Placement Agent, up to $00,000 register for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)own account.

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and no later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (equal to 125% of the sum of the maximum number of shares to be based of Common Stock issuable upon the final subscription price exercise of the Common Stock in Warrant at the Offeringinitial conversion price thereof (the “Initial Required Registration Amount”). The Company will agree to take all actions as are necessary to keep the Registration Statement filed hereunder shall be on Form S-1 in connection with the Liquidity Event. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed under this Agreement 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 Deadline, and shall keep such Registration Statements continuously effective under the Securities Act until the later earlier of: (i) the third anniversary of the first date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities, or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 days following (a) No later than the final Closing date but prior to 190 days following the final Closing date (the "Filing Period") Date, the Company shall file with the Commission a Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold registration statement relating to the Subscriber pursuant to resale by the Subscription Agreement Holder of all (or held by a Holdersuch other number as the Commission will permit) of the Shares. The Company shall use its good faith best efforts (a) register the resale of the Shares on Form S-1, and (b) upon written request to ensure the Company from the Holder (or, for the avoidance of doubt, if there are multiple Holders, then the Holder or Holders constituting the Requisite Holders), undertake to register the Shares on Form S-3 as soon as such form is available; provided that the Registration Statement is declared effective within 120 days Company shall maintain the effectiveness of the filing date. In the event that the registration statement then in effect until such time as a registration statement on Form S-3 covering all of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid Shares has been declared effective by the Commission. Subject to the terms of this Agreement, the Company in cash or in additional shares of Common Stock (shall use its commercially reasonable efforts to cause the number of shares registration statement required to be based upon filed pursuant to this Section 1.1 to be declared effective under the final subscription price of Securities Act within thirty (30) days after the Common Stock filing thereof, but in any event no later than the Offering). The Company will agree to take all actions as are necessary applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Registration Statement effective Securities Act until the later of: all Shares covered by such registration statement (ix) the third anniversary of the first date that no Warrants remain unexercised have been sold, thereunder or unexpired pursuant to Rule 144, or (iiy) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90volume or manner-day period in accordance with all rules and regulations regarding sales of securities 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 Company’s transfer agent and the affected Holder (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a registration statement as of 5:00 p.m. Eastern Time on a Trading Day (as defined in the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the Registration StatementPurchase Agreement). The Company shall also pay all expenses immediately notify the Holder via facsimile or by e-mail of its counsel and transfer agent 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 any "144 opinions" effectiveness of such registration statement. The Company shall, by 9:30 a.m. Eastern Time on the second (2nd) Trading Day after the effective date of such registration statement, file a final prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within two (2) Trading Days of such notification of effectiveness or other opinions which are required in connection with any transfers of Securities made by such parties failure to file a final prospectus as foresaid shall be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 1.1(c).

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a)(i) the The Company shall prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the First Closing Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (equal to 100% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the First Notes or exercise of the First Warrants at the initial conversion price thereof (the “Initial Required Registration Amount”); provided that should any event following the date hereof result in the maximum number of shares of Common Stock issuable upon conversion of the First Notes or exercise of the First Warrants being increased because of the application of any provisions thereof, the Company shall promptly file an amendment to the Initial Registration Statement providing for registration of such additional shares. The Registration Statement filed hereunder shall be on Form S-1 in connection with the First Closing. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be based upon filed under this Agreement to be declared effective under the final subscription price of Securities Act as promptly as possible after the Common Stock filing thereof, but in any event no later than the Offering). The Company will agree to take all actions as are necessary to applicable Effectiveness Deadline, and shall keep such Registration Statements continuously effective under the Registration Statement effective Securities Act until the later earlier of: (i) the third anniversary of the first date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities, or (ii) the date on which all Registrable Securities purchased by two year anniversary of July 6, 2022 (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“First Closing Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall also pay all expenses shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of its counsel and transfer agent for any "144 opinions" or other opinions which are such Registration Statement, file a final Prospectus with the Commission as required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)424.

Required Registration. Not before 180 The Company shall use its reasonable best efforts to prepare and file with the SEC within sixty (60) days following the final Initial Closing date but prior Date (as such term is defined in the Securities Purchase Agreement), a registration statement on Form SB-1 or successor form or another form selected by the Company that is available to 190 days it under the Securities Act which conforms with all applicable rules and regulations (the "REQUIRED REGISTRATION STATEMENT") with respect to all the Registrable Securities beneficially owned by the Purchasers following the final Final Closing (as such term is defined in the Securities Purchase Agreement) to permit the offer and re-sale from time to time of such Registrable Securities in accordance with the methods of distribution provided by the Purchasers. The Company shall keep such Required Registration Statement continuously effective (the "EFFECTIVE PERIOD") until the earliest to occur of (i) the date during which all Registrable Securities registered under the Required Registration Statement are sold, (ii) the date the Company delivers an opinion of counsel that each Designated Holder (as defined below) may sell in the open market in a single transaction all Registrable Securities then held by each such Designated Holder pursuant to Rule 144(k) of the Securities Act (or any successor provision then in effect) without being subject to the volume limitations thereof and (iii) the date (the "Filing PeriodForm S-3 Date") that the Company is eligible to use Form S-3 or any successor form to register the offer and resale of the Registrable Securities; provided that the Company shall file with use its reasonable best efforts to convert the Commission a Required Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold to the Subscriber a Form S-3 (or any successor form) pursuant to the Subscription Agreement or held by a Holderrules and regulations of the SEC as soon as practicable after the From S-3 Date. The Company shall use its good faith reasonable best efforts to ensure that cause the Required Registration Statement is declared to become and remain effective within 120 not later than 105 days of after the filing dateInitial Closing Date. In To the event extent that the registration statement covering all of the Registrable Securities is are not filed within sold under the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Required Registration Statement, including fees the Purchasers shall have the registration rights as enumerated in Sections 1.2, 1.3 and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)1.4.

Required Registration. Not before 180 days following the final Closing date but prior (a) Conexant shall prepare and file or cause to 190 days following the final Closing date (the "Filing Period") the Company shall file be prepared and filed with the Commission SEC as soon as practicable, but in any event within thirty (30) days after the Closing Date, a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the Sellers thereof of all of the Registrable Shares (a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 or another appropriate short-form registration statement permitting registration of such Registrable Shares for resale by such Sellers in accordance with the purpose methods of registering for public resale distribution elected by the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a HolderSellers and set forth in such Shelf Registration Statement. The Company Conexant shall use its good faith best commercially reasonable efforts to ensure cause each Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable after the filing thereof with the SEC, but in any event within one hundred and twenty (120) days after the Closing Date and to keep such Shelf Registration Statement continuously effective under the Securities Act until the expiration of the Effectiveness Period. Notwithstanding the foregoing, in the event that the staff of the SEC notifies Conexant or its counsel (whether orally or in writing) that a Shelf Registration Statement will not be reviewed ("No-Review"), Conexant shall notify each Seller within five (5) Business Days of such notification and use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective (including by requesting acceleration of the effectiveness of the Shelf Registration Statement) no later than ten (10) days after receipt of such notification from the staff of the SEC. At the time a Shelf Registration Statement is declared effective within 120 days effective, each Seller that became a Notice Seller on or prior to the date five (5) Business Days prior to such time of effectiveness shall be named as a selling securityholder in such Shelf Registration Statement and the filing daterelated Prospectus in such a manner as to permit such Seller to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law. In the event that any public offering pursuant to this Agreement shall involve, in whole or in part, an underwritten offering (which shall require the registration statement covering all prior consent of Conexant, which consent shall not be unreasonably withheld), Conexant shall have the right to designate an internationally recognized underwriter or underwriters as the lead or managing underwriter(s) of such underwritten offering who shall be reasonably acceptable to Sellers owning a majority of the Registrable Securities Shares proposed to be sold in such underwritten offering. Each Seller agrees that if such Seller's Registrable Shares, or any portion thereof, are sold in any public offering involving, in whole or in part, an underwritten offering, then such Seller will enter into a customary underwriting agreement with the underwriter(s) selected pursuant to the preceding sentence. Notwithstanding the foregoing, Conexant may delay filing any Shelf Registration Statement and may withhold efforts to cause such Shelf Registration Statement to become effective if Conexant determines in good faith that such filing or effectiveness might (1) interfere with or affect the negotiation or completion of any transaction or other material event that is being contemplated by Conexant (whether or not filed within a final decision has been made to undertake such transaction at the Filing Period then Subscriber time the right to delay is exercised), or (2) involve initial or continuing disclosure obligations that might not be in the best interest of Conexant or its shareowners. Conexant may exercise such right to delay the filing or effectiveness of each registration statement one time and may delay the filing or effectiveness of such Shelf Registration Statement for not more than sixty (60) days beyond the relevant period set forth in the first paragraph of this Section 2(a); provided that such delay shall be entitled to have no effect on the liquidated damages equal to 1% of the Subscriber's original subscription amount provided in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)Section 3.

Required Registration. Not before 180 days following (a) The Company shall, for the final Closing date but prior to 190 days following benefit of the final Closing date (Holders of Registrable Securities, at the "Filing Period") the Company shall Company’s cost, file with the Commission on or prior to ninety (90) days after the closing of a merger of the Company into a public entity (the “Merger”), a Shelf Registration Statement on appropriate form providing for the purpose sale by the Holders of registering for public resale all the Registrable Securities sold Securities, and shall use its best efforts to have such Shelf Registration Statement declared effective by the Subscriber pursuant Commission as soon as practicable and, in any event, within 90 days thereafter. The Company agrees to use its best efforts to keep the Subscription Agreement or held by Shelf Registration Statement continuously effective for a Holderperiod of two years after the date of effectiveness (the “Effectiveness Period”). The Company shall use its good faith best efforts not permit any securities other than Registrable Securities to ensure that be included in the Shelf Registration. The Company further agrees, if necessary or appropriate, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement is declared effective within 120 days or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the filing dateCommission. In the event that the Company’s registration statement covering has not been declared effective by the SEC within nine months following the date of the Merger (or ten months to the extent necessary to comply with comments by the SEC) or if the registration statement has been suspended beyond 30 days during each year prior to the second anniversary of the Merger or beyond 90 days in any year thereafter, the then current Conversion Price of the Conversion Stock and the then current exercise price for the warrants issued to Commonwealth Associates, L.P., as placement agent shall be reduced by 5% for each month (or portion thereof) until such time as the registration is effective or the suspension ceases and the prospectus may be used. The Company’s obligation to keep the registration statement effective shall continue until the earlier of the date that all of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled have been sold thereunder or are eligible pursuant to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales under the 1933 Act (as evidenced by an opinion of securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverycounsel).

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and no later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (equal to 125% of the sum of the maximum number of shares to be based of Common Stock issuable upon the final subscription price exercise of the Common Stock in Warrant (the Offering“Initial Required Registration Amount”). The Company will agree to take all actions as are necessary to keep the Registration Statement filed hereunder shall be on Form S-1. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed under this Agreement 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 Deadline, and shall keep such Registration Statements continuously effective under the Securities Act until the later earlier of: (i) the third anniversary of the first date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities, or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 days following The Purchaser shall have the final Closing date but prior right, exercisable upon written notice to 190 days following the final Closing date (the "Filing Period") Company, to request the Company shall to file a registration statement on the Form S-3 (or other applicable form, as the Company determines appropriate) covering the Base Shares purchased hereunder after the fourth anniversary of the date of this Agreement. Upon receipt of any such notice, the Company shall, as expeditiously as possible, use commercially reasonable efforts to effect such registration, obtain any governmental approval and effect listing with any securities exchange on which the Commission a Registration Statement on appropriate form for stock of the purpose Company is then listed, which may be required to permit the Purchaser to dispose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a HolderShares. The Company shall use its good faith best commercially reasonable efforts to ensure that maintain the Registration Statement is declared effective within 120 days effectiveness of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: first to occur of (i) the third anniversary completion of the first date that no Warrants remain unexercised or unexpired or distribution of the Shares covered thereby, (ii) such time as the date on which all Registrable Securities purchased by the Subscriber or held by a Holder Shares covered thereby may be sold without any restriction, restrictive legend under Rule 144(k144 or other exemption from the registration requirements of the Securities Act, or (iii) 90 days from the effective date of the registration statement. The Company agrees to keep the registration statement current during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period. The Company's obligation shall be limited to one registration covering the Base Shares. The Purchaser shall have the right, exercisable upon written notice to the Company, to request the Company to file a registration statement on the Form S-3 (or other applicable form, as the Company determines appropriate) covering the Additional Shares purchased hereunder after the seventh anniversary of the date of this Agreement. Upon receipt of any such notice, the "Effectiveness Period")Company shall, as expeditiously as possible, use commercially reasonable efforts to effect such registration, obtain any governmental approval and effect listing with any securities exchange on which the stock of the Company is then listed, which may be required to permit the Purchaser to dispose of the Shares. The Company shall bear all expenses use its commercially reasonable efforts to maintain the effectiveness of the Registration Statementregistration statement until the first to occur of (i) the completion of the distribution of the Shares covered thereby, including fees and expenses (ii) such time as the Shares covered thereby may be sold without restrictive legend under Rule 144 or other exemption from the registration requirements of its counsel and accountants and any blue sky filing feesthe Securities Act, or (iii) 90 days from the effective date of the registration statement. FurtherThe Company agrees to keep the registration statement current during such period. The Company's obligation shall be limited to one registration covering the Additional Shares. Notwithstanding anything contained in this Section 7.2 to the contrary, the Company shall pay not be obligated to effect a registration covering the firm Shares if at the time of Ellenoff Grossman & Scholerequest, as counsel to all such Shares can be immediately sold without restrictive legend under Rule 144 or other exemption from the Placement Agent, up to $00,000 for review registration requirements of the Registration StatementSecurities Act. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are not be required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made to cause a registration statement to become effective pursuant to prospectus delivery)this Section 7.2 prior to 120 days following the effective date of the most recent registration by the Company under the Securities Act.

Required Registration. Not before 180 Within 45 days following the final Final Closing date but prior to 190 days following the final Closing date (the "Filing Period") Date, the Company shall prepare and file with the Commission a an appropriate Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing dateFinal Closing Date. In the event that the registration statement covering all of the Registrable Securities is not filed within 45 days following the Filing Period Final Closing Date or declared effective by the SEC within 120 days of the Final Closing Date or the registration does not stay effective for 60 consecutive days, then Subscriber shall be entitled to liquidated damages the Company will pay the holders of the Series B Convertible Preferred Stock cash payments equal to one percent (1% %) of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription purchase price of the Common Series B Convertible Preferred Stock per month, and such monthly payments shall increase to two percent (2%) per month, or any portion thereof, in the Offering)event that the Registration Statement has not been filed with the Commission or declared effective by the Commission within 180 days of the Final Closing Date. The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"). Each Subscriber or Holder shall respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities then held by such Subscriber or Holder. The Company shall bear all expenses of the Registration Statement, including fees and expenses expenses, if any, of its a special counsel or other advisors to the Subscriber or a Holder and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up equal to $00,000 for review of the Registration Statement15,000. The Company shall also pay all expenses of its counsel the Investors and transfer agent the Placement Agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery).

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares equal to be based upon the final subscription price 125% of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: sum of (i) the third anniversary maximum number of shares of Common Stock issuable upon conversion of the first Preferred Shares at the initial conversion price thereof and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall cause each Registration Statement filed under this Agreement 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 Deadline, and shall keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares equal to be based upon the final subscription price 125% of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: sum of (i) the third anniversary maximum number of shares of Common Stock issuable upon conversion of the first Purchase Shares at the initial conversion price thereof and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall cause each Registration Statement filed under this Agreement 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 Deadline, and shall keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 The Company shall use its best efforts to prepare and as promptly as possible after the date hereof, but in any event not later than 30 days following from the final Closing date but prior to 190 days following Date (or, if such 30th day is not a Business Day, by the final Closing date first Business Day thereafter) (the "Required Filing PeriodDate"), file a Registration Statement with the SEC (the "Required Registration Statement") and cause the Required Registration Statement to be declared effective under the Securities Act within 90 days after the Closing Date (or, if such 90th day is not a Business Day, by the first Business Day thereafter). The Company agrees to include in the Required Registration Statement all information that the Designated Holders shall reasonably request. If the Company fails to file the Required Registration Statement or if the Registration Statement is not effective within the periods set forth above, the Company shall file with pay each Purchaser an amount per month equal to 1% of the Commission a aggregate purchase price paid by such Purchaser in the Offering until such time as the Company makes such filing or causes the Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holderbecome effective, as applicable. The Company shall use its good faith best efforts to ensure that keep the Required Registration Statement continuously effective for a period of two years after the Registration Statement is declared first becomes effective, plus the number of days during which such Registration Statement was not effective within 120 days of the filing date. In the event that the registration statement covering or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i), or such shorter period as will terminate when all of the Registrable Securities covered by the Required Registration Statement have been disposed of in accordance with the Required Registration Statement or have otherwise ceased to be Registrable Securities. In the event the Company shall give any notice pursuant to Sections 2.6(e) or 2.6(i), the additional time period mentioned in this Section 2.1 during which the Required Registration Statement is not filed within the Filing Period then Subscriber to remain effective shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid extended by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon days during the final subscription price period from and including the date of the Common Stock in giving of such notice pursuant to Sections 2.6(e) or 2.6(i) to and including the Offering). The Company will agree to take all actions as are necessary to keep date when each seller of a Registrable Security covered by the Registration Statement effective until shall have received the later of: (i) the third anniversary copies of the first date that no Warrants remain unexercised supplemented or unexpired or (ii) the date on which all Registrable Securities purchased amended prospectus contemplated by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySections 2.6(e).

Required Registration. Not before 180 days following Subject to the final Closing date but prior to 190 days following the final Closing date (the "Filing Period") terms, conditions and limitations set forth herein, the Company shall file with the Commission a Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall will use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the (i) file a registration statement (the “Registration Statement”) covering the resale of all of the Registrable Securities with the Commission on Form S-3 (unless the Company is not filed within then eligible to register for resale the Filing Period then Subscriber Registrable Securities on Form S-3, in which case such registration shall be entitled on another appropriate form in accordance herewith) within 30 days following the Closing Date, (ii) use its best efforts to liquidated damages equal have such Registration Statement declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to 1% the date which is 120 days after the Closing Date, and (iii) cause such Registration Statement to remain effective until the earliest of (A) the date on which the Subscriber may sell all the Shares and the Warrant Shares then held by the Subscriber without restriction pursuant to Rule 144(k) of the Subscriber's original subscription amount Securities Act and (B) such time as all Securities held by the Subscriber and registered under the Registration Statement have been sold (1) pursuant to a registration statement, (2) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction, and/or (3) in a transaction exempt from the Offering for each 30 day period registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale (or pro rata amount of each 30 day periodthe “Registration Period”). The amount To the extent permissible, such Registration Statement also shall include, or subsequently be amended to include, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416 under the Securities Act), such indeterminate number of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised resulting from stock splits, stock dividends or unexpired or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance similar transactions with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel respect to the Placement Agent, up to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)Registrable Securities.

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (equal to 200% of the sum of the maximum number of shares to be based of Common Stock issuable upon the final subscription price conversion of the Common Stock in Note and the OfferingWarrant Shares (the “Initial Required Registration Amount”). The Company will agree to take all actions as are necessary to keep the Registration Statement filed hereunder shall be on Form F-3 in connection with the Liquidity Event. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed under this Agreement 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 Deadline, and shall keep such Registration Statements continuously effective under the Securities Act until the later earlier of: (i) the third anniversary of the first date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities, or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (equal to 100% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants at the initial conversion price thereof (the “Initial Required Registration Amount”); provided that should any event following the date hereof result in the maximum number of shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants being increased because of the application of any provisions thereof, the Company shall promptly file an amendment to the Initial Registration Statement providing for registration of such additional shares. The Registration Statement filed hereunder shall be on Form S-1 in connection with the Liquidity Event. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be based upon filed under this Agreement to be declared effective under the final subscription price of Securities Act as promptly as possible after the Common Stock filing thereof, but in any event no later than the Offering). The Company will agree to take all actions as are necessary to applicable Effectiveness Deadline, and shall keep such Registration Statements continuously effective under the Registration Statement effective Securities Act until the later earlier of: (i) the third anniversary of the first date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities, or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 days following (a) At any time after one year from the final Closing date but hereof and prior to 190 days following five years from the final Closing date (hereof, the "Filing Period") Investor may give written notice to the Company of the proposed disposition of Registrable Securities, specifying the number of Registrable Securities so to be sold or disposed of and requesting that the Company effect the registration under the Securities Act of such Registrable Securities. The Company shall file with the Commission a Registration Statement on appropriate form for the purpose of registering for public resale only be required to effect such registration if the Registrable Securities sold to for which registration has been requested shall constitute at least 25% of the Subscriber pursuant to the Subscription Agreement Registrable Securities originally issued, as adjusted for stock splits, dividends, reclassifications, recapitalizations or held by a Holderother similar events. The Company shall use its good faith best efforts to ensure that cause an appropriate registration statement (the "Registration Statement") covering such Registrable Securities to be filed with the Commission within 30 days of receiving such notice from the Investor and to become effective as soon as reasonably practicable and to remain effective until the completion of the distribution of the Registrable Securities to be offered or sold. The Company shall not be obligated to file more than one Registration Statement pursuant to the provisions of this Section 2.1, provided such Registration Statement is declared effective within by the Commission and remains effective until the earlier of the expiration of 120 days or the consummation of the filing datesale of all Registrable Securities thereunder. In the event that the The Company shall not be required to keep a Registration Statement effective for a period of more than 120 days. The Company's registration statement covering all obligations under this Section 2.1 shall be deemed satisfied (i) when a Registration Statement shall have become effective and there has been a complete distribution of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised offered or unexpired or sold, (ii) upon the date on which all Registrable Securities purchased withdrawal by the Subscriber Investor of the request for such Registration Statement after such Registration Statement has been filed with the Commission or held by a Holder may be sold without any restriction, under Rule 144(k(iii) the expiration of 120 days from effectiveness of such Registration Statement during any 90-day which period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period")it remained fully effective. The Company shall bear all expenses the Costs and Expenses of the such Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. FurtherNotwithstanding anything to the contrary contained herein, the Company may defer compliance with a request until 120 days after the effective date of a registration statement filed by the Company in which holders of Registrable Securities shall pay have been entitled to join pursuant to this Section 2.1 or Section 2.3 without restriction as to number of shares. (b) The Company may include in the firm Registration Statement under Section 2.1(a) any other shares of Ellenoff Grossman & Scholeits Common Stock (including issued and outstanding shares of Common Stock as to which the holders thereof have contracted with the Company for "piggyback" registration rights) so long as the inclusion in such Registration Statement of such shares will not, in the opinion of the managing underwriter, if the Registration Statement covers an underwritten offering, interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the Registrable Securities sought to be registered by the holder or holders pursuant to Section 2.1(a). If it is determined as counsel provided above that there will be such interference, the other shares of Common Stock sought to be included shall be excluded to the Placement Agent, up to $00,000 for review of extent deemed appropriate by the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)managing underwriter.

Required Registration. Not before 180 days following the final Closing date but On or prior to 190 days following the final Closing date (the "Filing Period") Date the Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on appropriate form a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holderon Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its good faith best efforts to ensure that cause the Registration Statement is to be declared effective within 120 days of under the Securities Act as promptly as possible after the filing date. In thereof, but in any event prior to the event that Effectiveness Date, and to keep such Registration Statement continuously effective under the registration statement covering Securities Act until such date as is the earlier of (x) the date when all of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid covered by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the such Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired have been sold or (iiy) the date on which all the Registrable Securities purchased by the Subscriber or held by a Holder Securitie may be sold without any restriction, under restriction pursuant to Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities as determined by the counsel to the Company pursuant to Rule 144 a written opinion letter, addressed to the Company's transfer agent to such effect (such period, the "Effectiveness Period"). The Company shall bear all expenses If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Registration StatementConversion Shares, including fees the Interest Shares and expenses of its counsel and accountants and any blue sky filing fees. Furtherthe Warrant Shares based upon the computation on the Closing Date, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel have twenty (20) Business Days to the Placement Agent, up to $00,000 for review of the file such additional Registration Statement. The , and the Company shall also pay all expenses of use its counsel and transfer agent for any "144 opinions" or other opinions which are required best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer no event later than ninety (including, without limitation, sales made pursuant to prospectus delivery)90) days after filing.

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the Company shall file with the Commission a Registration Statement on appropriate form for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith reasonable best efforts to ensure file with the SEC, prior to the date that is 180 days after the date hereof, a registration statement (a “Registration Statement is declared effective within 120 days Statement”) covering the registration of the filing dateresale at any time or from time to time of all Shares pursuant to Rule 415 under the Securities Act and or any similar rule that may be adopted by the SEC (the “Required Registration”). In To the event that extent the registration statement covering staff of the SEC does not permit all of the Registrable Securities is not filed within Shares to be registered on a single Registration Statement, the Filing Period then Subscriber Company shall be entitled file additional Registration Statement(s) successively trying to liquidated damages equal to 1% register on each such additional Registration Statement the maximum number of remaining Shares until the earlier of (a) all of the Subscriber's original subscription amount in Shares have been registered with the Offering for each 30 day period SEC, and (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (iib) the date on which all Registrable Securities purchased by of the Subscriber or held by a Holder remaining Shares may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities restriction or limitations pursuant to Rule 144 and without requirement to be in compliance with Rule 144(c)(1) (such period, the "Effectiveness Period"or any successor thereto). The Registration Statement shall be on Form S-3, unless the Company is not then eligible to file a Registration Statement on Form S-3 under the Securities Act, in which case (i) the Registration Statement shall be on Form S-11 or other appropriate form under the Securities Act which the Company is then eligible to file and (ii) the Company shall bear all expenses undertake to register the Shares 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 Shares has been declared effective by the SEC. Notwithstanding anything to the contrary included in this Agreement, the Company shall not be required to file the Registration Statement pursuant to this Agreement if, at the time the Company is required to file the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel all Shares may be sold without restriction or limitation pursuant to the Placement Agent, up to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)successor thereto) under the Securities Act.

Required Registration. Not before 180 Within 30 days following the final Closing date but prior to 190 days following of the final Closing date (the "Filing Period") Offering, the Company shall prepare and file with the Commission a Registration Statement on appropriate form as determined under the regulations of the Commission for the purpose of registering for public resale resale: (i) the Registrable Securities Common Stock and the Warrant Shares sold in the Offering, and (ii) the shares underlying warrants issuable to the Subscriber pursuant to Placement Agent in connection with the Subscription Agreement or held by a HolderOffering. The Company shall use its good faith best efforts to ensure that the such Registration Statement is declared effective within 120 days of the filing datefinal Closing. In the event that the registration statement covering all of the Registrable Securities that: (i) such Registration Statement is not filed within 30 days of the Filing Period final Closing or (ii) the Registration Statement (of either type) is not declared effective by the Commission within 120 days of the final Closing or, thereafter, the Registration Statement does not stay effective for 30 consecutive days for any reason during the two year period commencing after its effectiveness, then Subscriber Holder shall be entitled to liquidated damages equal to 1% one and one-quarter percent (1.25%) of the Subscriber's Holder’s original subscription amount price in the Offering for each 30 day period (or period, pro rata amount rated on a daily basis; provided, however, that such damages shall not exceed 11.25% of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final such Holder’s original subscription price of the Common Stock in the Offering)payment. The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third first anniversary of the first date that on which no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased by underlying the Subscriber or held by a Holder Units may be sold without any restriction, restrictions under Rule 144(k) 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"144(k). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel or other advisors to the investors in the Placement and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to (which counsel fees shall be the sum of $00,000 for review 15,000 and payable in advance at the final closing of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for Offering) as well as any "144 opinions" or other opinions which are required filing fees payable in connection with any transfers of Securities made required NASD filings by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)the Placement Agent.

Required Registration. Not before 180 Within 30 days following from the later of (i) the date of filing of the Company’s Annual Report for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”) or (ii) the final Closing date but prior to 190 days following of the final Closing date (the "Filing Period") Offering, the Company shall prepare and file with the Commission a Registration Statement on appropriate form as determined under the regulations of the Commission for the purpose of registering for public resale resale: (i) the Registrable Securities Debenture Shares and the Warrant Shares issuable in connection with the Debentures and Warrants sold in the Offering, and (ii) the shares underlying warrants issuable to the Subscriber pursuant to Placement Agent in connection with the Subscription Agreement or held by a HolderOffering. The Company shall use its good faith best efforts to ensure that the such Registration Statement is declared effective within 120 days of the filing such date. In the event that the registration statement covering all Registration Statement is not declared effective by the Commission within the earlier of 120 days from (i) the due date of the Registrable Securities is 2006 Form 10-K (as such date may have been extended pursuant to Rule 12b-25 promulgated under the 0000 Xxx) and (ii) the actual date of filing of the 2006 Form 10-K, or, thereafter, the Registration Statement does not filed within stay effective for 30 consecutive days for any reason during the Filing Period two year period commencing after its effectiveness, then Subscriber Holder shall be entitled to liquidated damages equal to one percent (1% %) of the Subscriber's Holder’s original subscription amount price in the Offering for each 30 day period (or period, pro rata amount rated on a daily basis; provided, however, that such damages shall not exceed 11.25% of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final such Holder’s original subscription price of the Common Stock in the Offering)payment. The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third first anniversary of the first date that on which no Warrants remain unexercised or unexpired and no Debentures remain unconverted or unredeemed or (ii) the date on which all Registrable Securities purchased by the Subscriber or held by a Holder Debenture Shares and Warrant Shares may be sold without any restriction, restrictions under Rule 144(k) 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "Effectiveness Period"144(k). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel or other advisors to the investors in the Placement and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to (which counsel fees shall be the sum of $00,000 for review 15,000 and payable in advance at the final closing of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for Offering) as well as any "144 opinions" or other opinions which are required filing fees payable in connection with any transfers of Securities made required NASD filings by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)the Placement Agent.

Required Registration. Not before 180 (a) Within 120 days following after the final Closing date but prior to 190 days following issuance of a category of Registrable Securities, the final Closing date Company will register (the "Filing PeriodRequired Registration") the Company shall file with the Commission a Registration Statement on appropriate form for the purpose all of registering for public resale the Registrable Securities sold in such category of Registrable Securities then outstanding pursuant to Rule 415 under the Securities Act and applicable state securities laws if and to the Subscriber pursuant extent that such registration is necessary to enable the Subscription Agreement Holders to sell their Registrable Securities (a "Shelf Registration Statement") it being contemplated that such registration will not be required for the securities issued in the Debt Exchange provided for in the Recapitalization Agreement. Each Shelf Registration Statement shall state that, in accordance with Rule 416 promulgated under the Securities Act, such Registration Statement also covers, as applicable, such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Convertible Subordinated Debt and exercise of the Debt Exchange Warrants to prevent dilution resulting from stock splits, stock dividends or held by a Holdersimilar transactions. The Company shall use its good faith best efforts to ensure that have the Registration Statement is declared effective by the SEC within 120 105 days after the date of issuance of the filing dateRegistrable Securities to which it relates. In The Company agrees to use its best efforts to keep the event that Shelf Registration Statement current and continuously effective under the registration statement covering Securities Act and applicable state securities laws until the earliest to occur of (i) such time as all of the Registrable Securities is not filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or have been sold, (ii) all of the date on which all Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restrictionby the respective Holders thereof in single transactions for each such Holder (so that registration of such Holders' Registrable Securities is no longer required for the sale thereof), under Rule 144(kor (iii) during any 90-day period in accordance with all rules and regulations regarding sales the fifth anniversary of securities pursuant to Rule 144 (such periodi.e., the "Effectiveness Period")expiration of 60 months following) the completion of the Debt Exchange provided for in the Recapitalization Agreement. The Company terms and procedures for the Required Registration shall bear all expenses of the Registration Statementbe as set forth in Sections 6, including fees 7 and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)8.

Required Registration. Not before 180 days following In the final Closing date but event that the Company has not completed a financing of any kind of at least $1,000,000 (excluding the financing pursuant to the Securities Purchase Agreement) by the Financing Deadline, on or prior to 190 days following the final Closing date (the "Filing Period") Date, the Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on appropriate form a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form Form SB-2 (unless the Company is not then eligible to register for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holderon Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its good faith best efforts to ensure that cause the Registration Statement is to be declared effective within 120 days of under the Securities Act as promptly as possible after the filing date. In thereof, but in any event prior to the event Effectiveness Date (except where the Company's audited financial statements are stale, in which case by the earlier of 90 days after the Effectiveness Date or the date that the registration statement covering all of the Registrable Securities is not current audited financial statements have been filed within the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares as part of Common Stock (the number of shares to be based upon the final subscription price of the Common Stock in the Offeringa Form 10-KSB). The Company will agree to take all actions as are necessary , and to keep the such Registration Statement continuously effective under the Securities Act until such date as is the later of: earlier of (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired when all Registrable Securities covered by such Registration Statement have been sold or (ii) the date on which all the Registrable Securities purchased by the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities restriction pursuant to Rule 144 144(k), as determined by counsel to the Company or the Buyer pursuant to a written opinion letter addressed to the Company's transfer agent to such effect (such period, the "Effectiveness Period"). The Company shall bear all expenses If at any time during the Effectiveness Period (i) the maximum number of Conversion Shares and Warrant Shares exceeds (A) the number of shares of Common Stock initially registered in respect of the Conversion Shares and the Warrant Shares minus (B) the number of Conversion Shares and Warrant Shares, if any, already sold by the Holder pursuant to the Registration Statement, including fees Statement and expenses (ii) such excess exists for a period of its counsel and accountants and more than ten (10) Business Days in any blue sky filing fees. Furtherthirty (30) day period, the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel be required to file an amendment to the Placement AgentRegistration Statement or an additional Registration Statement with respect to such excess shares within ten (10) Business Days after such conditions have been met (except where the Company's audited financial statements are stale, up to $00,000 for review of in which case within 100 calendar days after such conditions have been met), and the Registration Statement. The Company shall also pay all expenses of thereafter use its counsel and transfer agent for any "144 opinions" best efforts to cause such amendment or other opinions which are required additional Registration Statement to be declared effective by the Commission as soon as possible, but in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer no event later than ninety (including, without limitation, sales made pursuant to prospectus delivery)90) days after filing.

Required Registration. Not before 180 days following the final Closing date but prior to 190 days following the final Closing date (the "Filing Period"a) the The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within (the Filing Period then Subscriber “Initial Registration Statement”); provided that the Initial Registration Statement shall be entitled to liquidated damages equal to 1% register for resale at least the number of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (the number of shares equal to be based upon the final subscription price 125% of the Common Stock in the Offering). The Company will agree to take all actions as are necessary to keep the Registration Statement effective until the later of: sum of (i) the third anniversary maximum number of shares of Common Stock issuable upon conversion of the first Series A Preferred Stock at the initial conversion price thereof and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by Holders of a majority of the outstanding Registrable Securities) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall cause each Registration Statement filed under this Agreement 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 Deadline, and shall keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties be deemed an Event under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverySection 2(d).

Required Registration. Not before 180 The Company shall use its best efforts to prepare and as promptly as possible after the date hereof, but in any event, not later than ninety (90) days following from the final Closing date but prior to 190 days following Date (or, if such 90th day is not a Business Day, by the final Closing date first Business Day thereafter) (the "Required Filing PeriodDate") file a Registration Statement with the SEC (the "Required Registration Statement") and cause the Required Registration Statement to be declared effective under the Securities Act within 150 days after the Closing Date (or, if such 150th day is not a Business Day, by the first Business Day thereafter). The Company agrees to include in the Required Registration Statement all information which the Designated Holders shall reasonably request and as may be permitted by applicable law. If the Company fails to file the Required Registration Statement by the Required Filing Date, other than due to a force majeure event described in Section 4.17, the Company shall file with pay each Subscriber in cash an amount per month equal to one percent (1%) of the Commission a Registration Statement on appropriate form amount paid by such Subscriber for the purpose of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a HolderAgreement, which shall be Subscriber's sole remedy for such failure. The Company shall use its good faith best efforts to ensure that keep the Required Registration Statement continuously effective for a period of two years after the Registration Statement is declared first becomes effective, plus the number of days during which such Registration Statement was not effective within 120 days of the filing date. In the event that the registration statement covering or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i) hereof, or such shorter period as will terminate when all of the Registrable Securities covered by the Required Registration Statement have been disposed of in accordance with the Required Registration Statement or have otherwise ceased to be Registrable Securities. In the event the Company shall give any notice pursuant to Sections 2.6(e) or (i) hereof, the additional time period mentioned in this Section 2.1 during which the Required Registration Statement is not filed within the Filing Period then Subscriber to remain effective shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering for each 30 day period (or pro rata amount of each 30 day period). The amount of damages may be paid extended by the Company in cash or in additional shares of Common Stock (the number of shares to be based upon days during the final subscription price period from and including the date of the Common Stock in giving of such notice pursuant to Sections 2.6(e) or (i) to and including the Offeringdate when each seller of a Registrable Security covered by the Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by Sections 2.6(e). The Company will agree may include in any registration filed pursuant to take all actions this Section 2.1, such additional securities as are necessary it may be obligated to keep the Registration Statement effective until the later of: (i) the third anniversary of the first date that no Warrants remain unexercised or unexpired or (ii) the date on which all Registrable Securities purchased include pursuant to any contractual obligations entered into by the Subscriber or held by a Holder may be sold without Company, and, subject to any restrictionrestrictions contained elsewhere in this Agreement, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of such securities pursuant to Rule 144 (such period, the "Effectiveness Period"). The Company shall bear all expenses of the Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, as the Company shall pay the firm of Ellenoff Grossman & Schole, as counsel may elect to the Placement Agent, up to $00,000 register for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)own account.

Required Registration. Not before 180 days following (a) In the final Closing date but prior to 190 days following event that all or any portion of the final Closing date (Registrable Securities are not included on the "Filing Period") Uplist S-1, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is that are not filed within included on the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of Uplist S-1 (the Subscriber's original subscription amount “Initial Registration Statement”); provided that should any event following the date hereof result in the Offering for each 30 day period (or pro rata amount maximum number of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (issuable upon exercise of the number Warrants, Note Conversion Pre-Funded Warrants or Uplist Conversion Warrants being increased because of shares the application of any provisions thereof, the Company shall promptly file an amendment to the Initial Registration Statement providing for registration of such additional shares. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be based upon filed under this Agreement to be declared effective under the final subscription price of Securities Act as promptly as possible after the Common Stock filing thereof, but in any event no later than the Offering). The Company will agree to take all actions as are necessary to applicable Effectiveness Deadline, and shall keep such Registration Statements continuously effective under the Registration Statement effective Securities Act until the later earlier of: (i) the third anniversary of the first date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities, or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the 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. Notwithstanding anything contained herein to the contrary, the Company shall also pay include in the Uplist S-1 all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)the Registrable Securities.

Required Registration. Not before 180 (a) As promptly as practicable after the Closing Date, but in no event later than thirty (30) days following after the final Closing date but prior to 190 days following the final Closing date (the "Filing Period") Date, the Company shall agrees to file with the Commission a Registration Statement on appropriate form for to register the purpose resale of registering for public resale all of the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a HolderShares. The Company shall use its good faith reasonable best efforts to ensure that cause the SEC to declare the Registration Statement is declared effective within 120 no later than one hundred twenty (120) days of following the filing dateClosing Date (the "Registration Deadline"). In the event that the registration statement covering all of Registration Statement has not been filed on or prior to the Registrable Securities is not filed within Registration Deadline, then in addition to any other rights the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of the Subscriber's original subscription amount in the Offering Holders may have hereunder or under applicable law, for each 30 thirty (30) day period (each, a "Liquidated Damages Period') following such Registration Deadline until the date on which the Registration Statement is first filed or pro rata amount of each 30 day period). The amount of damages may is no longer required to be paid by filed pursuant to this Agreement, the Company in cash or in additional shall issue to each Holder, as liquidated damages and not as a penalty, warrants with a term of five (5) years and an exercise price of $2.00 per share to purchase shares of Common Stock (equal to 2.5% of the number of shares to be based upon the final subscription price of the Common Stock in the Offering)purchased by such Holder. The Company will agree to take all actions as are necessary to keep Once the Registration Statement effective has been declared effective, the Company shall thereafter maintain the effectiveness of the Registration Statement until the later earlier of: (i) such time as the third anniversary Company reasonably determines, based on the advice of counsel, that each Holder, acting independently of all other Holders, will be eligible to sell under Rule 144 promulgated under the Securities Act all of the first date that no Warrants remain unexercised or unexpired Shares then owned by such Holder within the volume limitations imposed by Rule 144(e) in the three (3) month period immediately following the termination of the effectiveness of the Registration, or (ii) the date on which all Registrable Securities purchased of the Shares held by the Subscriber or held by a Holder may be sold without any restriction, under Holders are eligible for sale pursuant to Rule 144(k) during promulgated under the Securities Act. Notwithstanding anything herein to the contrary, to the extent that the registration of any 90or all of the Shares by the Company on the Registration Statement is prohibited (the “Non-day period Registered Shares”) under Rule 415 in accordance with all rules and regulations regarding sales the opinion of securities pursuant to Rule 144 (such periodthe Commission, the "Effectiveness Period")liquidated damages described in this Section 5.2(a) shall not be applicable to such Non-Registered Shares, in which case the Company will file additional Registration Statements (each, a “Subsequent Registration Statement”) each registering the Non-Registered Shares until all of the Registrable Securities have been registered. The Company Filing Date and Effective Date of each such Subsequent Registration Statement shall bear all expenses of be, respectively, fourteen (14) and forty-five (45) days after the first day such Subsequent Registration Statement, including fees Statement may be filed without objection by the Commission under Rule 415. The Company’s failure to meet the Filing Date and expenses of its counsel and accountants and any blue sky filing fees. Further, the Company shall pay the firm of Ellenoff Grossman & Schole, Effective Date as counsel they relate to the Placement Agent, up Subsequent Registration Statements shall subject it to $00,000 for review of the Registration Statement. The Company shall also pay all expenses of its counsel and transfer agent for any "144 opinions" or other opinions which are required liquidated damage provisions set forth in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus deliverythis Section 5.2(a).

Required Registration. Not before 180 days following (a) In the final Closing date but prior event that all or any portion of the Registrable Securities are unable to 190 days following be included on the final Closing date (the "Filing Period") Uplist S-1, the Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Registration Statement on appropriate form for covering the purpose resale of registering for public resale the Registrable Securities sold to the Subscriber pursuant to the Subscription Agreement or held by a Holder. The Company shall use its good faith best efforts to ensure that the Registration Statement is declared effective within 120 days of the filing date. In the event that the registration statement covering all of the Registrable Securities is not filed within that are unable to be included on the Filing Period then Subscriber shall be entitled to liquidated damages equal to 1% of Uplist S-1 (the Subscriber's original subscription amount “Initial Registration Statement”); provided that should any event following the date hereof result in the Offering for each 30 day period (or pro rata amount maximum number of each 30 day period). The amount of damages may be paid by the Company in cash or in additional shares of Common Stock (issuable upon exercise of the number Warrants, Exchange Warrants or Conversion Warrants being increased because of shares the application of any provisions thereof, the Company shall promptly file an amendment to the Initial Registration Statement providing for registration of such additional shares. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be based upon filed under this Agreement to be declared effective under the final subscription price of Securities Act as promptly as possible after the Common Stock filing thereof, but in any event no later than the Offering). The Company will agree to take all actions as are necessary to applicable Effectiveness Deadline, and shall keep such Registration Statements continuously effective under the Registration Statement effective Securities Act until the later earlier of: (i) the third anniversary of the first date that all Registrable Securities covered by such Registration Statement no Warrants remain unexercised or unexpired longer constitute Registrable Securities, or (ii) the two year anniversary of the date on which all Registrable Securities purchased by of this Agreement (the Subscriber or held by a Holder may be sold without any restriction, under Rule 144(k) during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (such period, the "“Effectiveness Period"”). The Company shall bear all expenses telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement, including fees and expenses of its counsel and accountants and any blue sky filing fees. Further, Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall pay be the firm date requested for effectiveness of Ellenoff Grossman & Schole, as counsel to the Placement Agent, up to $00,000 for review of the 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. Notwithstanding anything contained herein to the contrary, the Company shall also pay all expenses use its reasonable best efforts to include in the Uplist S-1 all, or as much as possible, of its counsel and transfer agent for any "144 opinions" or other opinions which are required in connection with any transfers of Securities made by such parties under Rule 144 or any other applicable sale or transfer (including, without limitation, sales made pursuant to prospectus delivery)the Registrable Securities.