Common use of Required Registration Clause in Contracts

Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The (a) On or about January 31, 2023 (as may be adjusted pursuant hereto, the “Filing Date”), the Company shall (i) cause file with the Commission a Shelf Registration Statement on Form S-1 or such other form as may be appropriate in order to permit the Investor to publicly sell the Registrable Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be filed registered on a particular Registration Statement (including as a result of the PIPE Registration Statement). In the event the Company amends a Registration Statement in accordance with the SEC (x) within thirty (30) days foregoing to reduce the number of the date that a Holder requests Registrable Securities registered for resale thereunder, the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by SEC Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include some or all of the Registrable Securities in the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company with the Commission as exhibits to the PIPE Registration Statement. (b) If: (i) the Registration Statement is not filed on or prior to the Filing Date; or (ii) the Company fails to cause such Shelf the Registration Statement to be declared effective by the SEC Effective Date (any such failure or breach being referred to as promptly an “Event,” and the date on which such Event occurs being referred to as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf RegistrationEvent Date”). Each Holder agrees, severally but not jointlythen, to furnish to until the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECapplicable Event is cured, the Company shall provide drafts thereof pay to the Purchaser Investor, in cash, or in Common Stock at Fair Market Value at the Company’s option, as liquidated damages and its counselnot as a penalty, and an amount equal to 1.0% of the Purchaser and its counsel Agreed Value for each 30 day period (prorated for partial periods), up to a maximum of 6%, during which such Event continues uncured. While such Event continues, such liquidated damages shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statementpaid not less often than every 30 days. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements Any unpaid liquidated damages as of the Securities Act and the rules and regulations of the SEC thereunder and will not contain date when an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used Event has been cured by the Company for shall be paid within seven Trading Days following the date on which such Shelf Event has been cured by the Company. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a Registration Statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, or publicly-available written or oral guidance, positions or releases issued or actions taken by the Securities Act Commission (including its Division of Corporation Finance or by any other rules and regulations thereunder for shelf registrations, part of its staff) including pursuant to its authority with respect to Rule 415 (or successor rule) (“SEC Guidance”) and the Company agrees to furnish to has registered at such time the Holders copies maximum number of any such supplement or amendment promptly after its being used or filed Registrable Securities permissible upon consultation with the SECCommission (including its Division of Corporation Finance or any other part of its staff), then the liquidated damages described in this Section 2(b) shall not be applicable to such Non-Registered Shares.

Required Registration. The Company shall (ia) cause Subject to the provisions hereof, at any time and from time to time during the Registration Period, one or more Holders (each such Holder, a Shelf Registration Statement “Demand Holder”) may request the Corporation to be filed with the SEC (x) within thirty (30) days file a Prospectus Supplement offering all or part of the date that Registrable Securities (such offering being hereinafter referred to as a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Demand Registration”). Each Holder agreesSuch a request shall be in writing and shall specify the Proposed Prospectus Filing Date, severally but not jointlynumber of Registrable Securities to be sold (the “Demand Registrable Securities”), the intended method of disposition and the jurisdictions in which the Demand Holders, acting reasonably, request that the Demand Registration be effected and contain the undertaking of the Demand Holders making the request to furnish provide all such information regarding such Demand Holders as may be required in order to permit the Company (i) in writing, Corporation to comply with all information Applicable Securities Laws with respect to such Demand Registration. The Holders may not make more than three requests for Demand Registrations in any Registration Year. A request for a Demand Registration by any Demand Holder shall be delivered not more than 21 days and not less than 10 days (or, no more than once per Registration Year, if the Holders may not sell Registrable Securities in the United States pursuant to Rule 144 under the U.S. Securities Act without being subject to the limitations imposed by volume and manner of sale restrictions contained therein on the date of such request, not less than 5 days), prior to the Proposed Prospectus Filing Date for such Demand Registration. The Holders shall not request a Demand Registration to be conducted in a manner that would require the Company reasonably deems required filing of a prospectus, registration statement or advisable other disclosure document in a jurisdiction outside Canada or the United States or subject the Corporation to continuous disclosure obligations under applicable securities laws in any such other jurisdiction. No offering of Registrable Securities under this subsection 2.2(a) shall relieve the Corporation of its obligations to effect Piggy Back Registrations pursuant to subsection 2.2(e). (b) Subject to Section 2.2(c), each Demand Registration shall be for such number of Demand Registrable Securities as requested by the Demand Holders. (c) The Corporation shall have the right, by providing notice to the Demand Holder not less than five days prior to the Proposed Prospectus Filing Date (or, no more than once per Registration Year, if (x) the Demand Holder expects such offering to be conducted as a block trade or bought deal and such expectation is indicated in the applicable Demand Registration request and (y) the Demand Holder may not sell the Common Shares that it intends to sell under the applicable Demand Registration request in the United States pursuant to Rule 144 under the U.S. Securities Act without being subject to the limitations imposed by volume and manner of sale restrictions contained therein on the date of such request, then the Corporation shall have three days after receiving such Demand Registration request to provide notice to the Demand Holder), to offer and sell Common Shares as part of any Demand Registration initiated by the Demand Holders under this Agreement. If the managing underwriter or underwriters advise(s) the Corporation that, in such firm’s good faith view, the number of Demand Registrable Securities and other securities requested to be included in such Demand Registration exceeds the Shelf Registration Statement number that can be sold in such offering without being likely to have an adverse effect upon the price, timing or distribution of the offering and any other information necessary sale of the Demand Registrable Securities, then the Corporation shall include in such Demand Registration: (i) first, the Demand Registrable Securities to make any be included in such information previously furnished to the Company by such Holder not misleading and Demand Registration; (ii) completed and executed selling shareholder questionnairessecond, powers of attorney, indemnities and the other documents reasonably required Common Shares sought to be included by the Company Corporation or any other stockholder that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such other Common Shares owned by the Corporation and such other Persons. (d) The Corporation shall be entitled to postpone the filing of a Prospectus Supplement otherwise required to be prepared and filed by it pursuant to this Section 2.2 (but not the preparation of such Prospectus Supplement) or may request Holders suspend the use of any Prospectus Supplement that has been filed by it pursuant to this Section 2.2 if a Blackout Period is in effect or occurs after a Demand Registration request has been received but before the Demand Registration has been effected. The Corporation will give written notice of its determination to decline to effect (or to suspend) a Demand Registration pursuant to this subsection 2.2(d), including a general description of the basis for such declination (or suspension), promptly after the occurrence thereof. If the Corporation exercises its rights under this subsection 2.2(d), it shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of the deferred or suspended Prospectus Supplement. If the Corporation declines to effect a Demand Registration subject to this subsection 2.2(d) and if the Holder within 30 days after receipt of notice from the Corporation advises the Corporation in writing that it has determined to withdraw such request for a Demand Registration, and such request for a Demand Registration will be deemed to be withdrawn and such request will be deemed to have not been given for purposes of determining whether the Demand Holders have exercised their rights to a Demand Registration permitted to such Holders pursuant to this Section 2.2. (e) A Demand Holder may, at least five (5) days any time prior to the anticipated filing datedate on which the Corporation enters into a binding underwriting agreement in connection with a Demand Registration, revoke such Demand Holder’s Demand Registration in whole or in part. Prior The Demand Holders may revoke a Demand Registration in whole once per Registration Year without being responsible for any Registration Expenses incurred in respect of such Demand Registration. The Demand Holders shall be responsible for all Registration Expenses incurred in connection with each other revocation in whole of a Demand Registration during a Registration Year. Each revoked Demand Registration shall constitute a Demand Registration for purposes of the limitation on the number of Demand Registrations in any Registration Year contained in subsection 2.3(a), in each case unless (i) the Corporation has previously notified the Demand Holder that it intends to filing register securities in connection with such Demand Registration and in fact completes such registration notwithstanding the Shelf Registration Statement revocation by the Demand Holder or (ii) the Corporation and any amendments thereto such Demand Holders mutually agree not to proceed with the SEC, the Company shall provide drafts thereof such Demand Registration. Notwithstanding anything in this Agreement to the Purchaser and its counselcontrary, and the Purchaser and its counsel a request for a Demand Registration shall not be given a reasonable opportunity deemed to review and comment upon such Shelf Registration Statement. The Shelf Registration Statementbe effective if, in the form in which at any time after it becomes has become effective, will conform in all material respects such Demand Registration is interfered with the requirements of the Securities Act and the rules and regulations by any stop order, injunction or other order or requirement of the SEC thereunder and will not contain an untrue statement or other Governmental Authority for any reason other than a misrepresentation by a Holder relating to such Demand Registration. (f) If during the Registration Period the Corporation proposes to file a Prospectus Supplement in Canada and/or with the SEC in order to permit the issuance of its Common Shares pursuant to a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinpublic offering for its own account, in a form and manner that, with appropriate changes, would permit the light offering of Registrable Securities under such Prospectus Supplement, the circumstances under which they were made, not misleading. The Company agrees Corporation shall give reasonably prompt notice of its intention to do so to the Holders and shall use its commercially reasonable efforts to keep include in the Shelf Registration Statement continuously effective for as long proposed distribution such number of Designated Registrable Securities (the “Piggy Back Registrable Securities”) as the Holders hold any Registrable Securities. The Company further agreesshall request (such offering hereinafter referred to as a “Piggy Back Registration”) within five days after the giving of such notice (provided that if the Corporation expects such offering to be conducted as a block trade or bought deal and such expectation is indicated in the applicable notice, if necessary, to promptly supplement or amend then the Shelf Registration Statement, if required Holders shall have one day after the giving of notice by the rulesCorporation to provide such request), regulations upon the same terms (including the method of distribution) as such distribution. If the managing underwriter or instructions applicable underwriters advise(s) the Corporation that, in such firm’s good faith view, the number of Piggy Back Registrable Securities and other securities requested to be included in such Piggy Back Registration exceeds the registration form used number that can be sold in such offering without being likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Piggy Back Registrable Securities and other securities, then the Corporation shall include in such Piggy Back Registration: (i) first, the Common Shares to be included by the Company for Corporation in such Shelf Registration Statement or by Piggy Back Registration; (ii) second, the Piggy Back Registrable Securities Act or sought to be included that can be sold without having the adverse effect referred to above; and (iii) third, any other securities sought to be included by any other rules stockholder that can be sold without having the adverse effect referred to above, pro rata on the basis of the relative number of such other securities owned by such other Persons. The Corporation may at any time, at its sole discretion and regulations thereunder for shelf registrationswithout the consent of the Holders, withdraw such Prospectus Supplement and abandon the Company agrees proposed distribution in which the Holders requested to furnish participate. The failure of the Holders to respond within the periods referred to in the immediately preceding sentence shall be deemed to be a waiver of the Holders’ rights under this subsection 2.2(e) with respect to such Piggy Back Registration. The Holders may also waive their rights under this subsection 2.2(e) by giving written notice to the Holders copies Corporation. No offering of any such supplement or amendment promptly after Registrable Securities under this subsection 2.2(e) shall relieve the Corporation of its being used or filed with the SECobligations to effect Demand Registrations pursuant to subsection 2.2(a).

Required Registration. The Company shall use its reasonable efforts to prepare and, not later than twenty (i20) cause days from the Closing Date (or, if such 20th day is not a Shelf Business Day, by the first Business Day thereafter), file a Registration Statement to be filed with the SEC (xthe “Required Registration Statement”) within thirty (30) days of and cause the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Required Registration Statement to be declared effective by under the SEC as promptly as possible but in any event no later than sixty (60) Securities Act within 120 days after the Shelf Registration Statement Closing Date (or, if such 120th day is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesnot a Business Day, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingfirst 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 pay each Designated Holder in cash an amount per month equal to one percent (1%) of the amount paid by such Designated Holder for the Registrable Securities pursuant to the Subscription 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 such Designated Holder under its Subscription Agreement. The Company shall use its commercially reasonable efforts to keep the Shelf Required Registration Statement continuously effective for a period of one year after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i) hereof, or such shorter period as long as will terminate when all of the Holders hold any 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 to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Sections 2.6(e) or (i) to and including the date 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 further agreesmay include in any registration filed pursuant to this Section 2.1, if necessary, such additional securities as it may be obligated to promptly supplement or amend the Shelf Registration Statement, if required include pursuant to any contractual obligations entered into by the rulesCompany, regulations or instructions applicable and, subject to the registration form used by any restrictions contained elsewhere in this Agreement, such securities as the Company may elect to register for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECown account.

Required Registration. (a) The Company shall (i) cause prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Shelf Registration Statement covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 100% of the sum of the maximum number of shares of Common Stock issuable upon the exercise of the Warrant (the “Initial Required Registration Amount”). 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 with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible but in any event no later than sixty (60) days after the Shelf filing thereof, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(d); with respect to filing on such appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise: (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: a. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders). In the event of a cutback hereunder, powers of attorney, indemnities and other documents reasonably required by the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Hxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the anticipated filing date. Prior Company fails to filing file with the Shelf Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) reserved, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall provide drafts thereof pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of: (1) 1.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and available for use by such Holder (the “Liquidated Damages”). The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no liquidated damages shall be payable due to any Holder’s actions that delay or prevent the Company from performing its counselobligations under this Agreement. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, and amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser and its counsel no longer holds such shares of Registrable Securities. No Event shall be given deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a reasonable opportunity Holder to review and comment upon timely advise the Company of any information regarding such Shelf Registration Statement. The Shelf Holder for inclusion in the Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve-month period (such periods, an “Allowed Delay”) during which the form Prospectus included in which it becomes effectiveany Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable. Additionally, will conform if: the Initial Registration Statement is not filed on or prior to its Filing Deadline, the Company shall issue the Holder Warrant Shares in all material respects with the requirements an amount equal to 25% of the Securities Act and initial amount of Warrant Shares. Furthermore, the rules and regulations failure to have a Registration Statement registering for resale all of the SEC thereunder and will Initial Required Registration Amount not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously declared effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used Commission by the Company for such Shelf Registration Statement or by 90th day from the Securities Act or by any other rules and regulations thereunder for shelf registrations, and day hereof shall be a default under the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECPurchase Agreement.

Required Registration. i) The Company shall use its reasonable best efforts to prepare and as promptly as possible after the date hereof, but in any event, not later than forty five (i45) cause days from the Closing Date (or, if such 45th day is not a Shelf Business Day, by the first Business Day thereafter) (the “Required Filing Date”) file a Registration Statement with respect to be filed the Registrable Securities with the SEC (xthe “Required Registration Statement”) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) shall use commercially its reasonable best efforts to cause such Shelf the Required Registration Statement to be declared effective by under the SEC as promptly as possible but in any event no later than sixty (60) Securities Act within 150 days after the Shelf Closing Date (or, if such 150th day is not a Business Day, by the first Business Day thereafter). If the Required Registration Statement is not filed pursuant with the SEC by the Required Filing Date, other than due to clause (i) (the “Shelf Registration”). Each failure by a Designated Holder agrees, severally but not jointly, to furnish to information or consents required (as provided in Section 2.7 hereof or as reasonably determined necessary by the Company (iafter consultation with counsel) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf such Required Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECStatement, the Company shall provide drafts thereof pay each Designated Holder in cash an amount per month equal to one and one-half percent (1.5%) of the amount paid by such Designated Holder for the Registrable Securities pursuant to the Purchaser and its counselPurchase Agreement, and the Purchaser and its counsel which amount shall be given a reasonable opportunity 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 review and comment upon such Shelf Registration StatementHolder, such as specific performance). The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements amounts payable to each Designated Holder pursuant to this Section shall bear interest at a rate of the Securities Act and lesser of twelve percent (12%) per annum, compounded annually, or the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required maximum rate then permitted by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SEClaw.

Required Registration. The (a) On or prior to each Filing Date, the Company shall (i) cause prepare and file with the Commission a Shelf Registration Statement covering the resale of all or such portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to be filed advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (xexcept 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, such as Form SB-2) within thirty and shall contain (30) days unless otherwise directed by at least an 85% majority in interest of the date that a Holder requests Holders) the “Plan of Distribution” substantially in the form attached hereto as Annex A. Subject to the terms of this Agreement, the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) shall use commercially reasonable its best efforts to cause such Shelf a Registration Statement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after prior to the Shelf applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement is filed continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to clause (iRule 144(k) (the “Shelf RegistrationEffectiveness Period”). Each Holder agrees, severally but not jointly, to furnish to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Company (i) in writing, all information with respect to such Holder Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto telephonically confirms effectiveness with the SECCommission, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel which shall be given the date requested for effectiveness of a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 2 Trading Days of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages in Section 2(b), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration StatementStatement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the form case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Shares (applied, in which it becomes effectivethe case that some Shares may be registered, will conform to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). The Company may include in all material respects with the requirements of Registration Statement any shares underlying any warrants issued to the placement agents in the transactions contemplated hereby, provided, that if any Registrable Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact are required to be stated therein or necessary cut back, then such placement agent shares shall be cut back prior to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 or by the Securities Act or held by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECHolder.

Required Registration. The Pursuant to this Section 2(a)(i), the Company shall not be required to effect: (i) cause a Shelf Required Registration Statement to be filed hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $30.0 million have initiated or joined in the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a HolderRequest, and (ii) use commercially reasonable efforts more than six (6) registrations in the aggregate requested by the Holders. A Request may be withdrawn prior to cause such Shelf the filing of the Required Registration Statement to be declared effective by the SEC Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such event, such withdrawal shall be treated as promptly a Required Registration The Holders shall not, without the Company's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than ninety (90) calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders of their Registrable Securities pursuant thereto or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, the Company shall not be required to file a Required Registration Statement for a period of one year after the Initial Closing Date (as possible but defined in any event no later than the Securities Purchase Agreement), and after such time, may delay the filing of a Required Registration Statement if the Board of Directors of the Company determines that such action is in the best interests of the Company's stockholders, and only for an aggregate number of days not to exceed sixty (60) days after the Shelf Registration Statement is filed in any twelve (12) month period (a "Blackout Period"). The registration rights granted pursuant to clause (ithe provisions of this Section 2(a)(i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable addition to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish rights granted pursuant to the Holders copies other provisions of any such supplement or amendment promptly after its being used or filed with the SECthis Section 2.

Required Registration. The (a) Company shall (i) use its reasonable best efforts to cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) Commission within 90 days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”)Closing Date. Each Holder agrees, severally but not jointly, as to which any Shelf Registration is being effected agrees to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Holder holds Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 SECCommission. (b) At any time the Shelf Registration Statement covering all Registrable Securities is not effective and after receipt of a written request from the Holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at least 10% of the Registrable Securities outstanding as of the Closing Date (a “Demand Registration”), and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within 10 Business Days from the date of such Holder’s receipt of the aforementioned Company’s notice) to have Registrable Securities included in such Demand Registration thereof pursuant to this Section 2. Thereupon Company shall, as expeditiously as is possible, use its reasonable best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that Company shall not be required to effect more than two (2) registrations of any Registrable Securities pursuant to this Section 2, unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable short form) under the Securities Act, in which event there shall be no limit on the number of such registrations pursuant to this Section 2. (c) A registration will not count as a Demand Registration until it has become effective (unless the requesting Holders withdraw all their Registrable Securities and Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration unless the requesting Holders pay all registration expense in connection with such withdrawn registration); provided, however, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court or is withdrawn because of any development affecting Company, such registration will be deemed not to have been effected and will not count as a Demand Registration. (d) If the managing underwriter of a Demand Registration shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the Demand Registration would materially and adversely affect the distribution of such Registrable Securities, then all selling Holders shall reduce the amount of Registrable Securities each intended to distribute through such offering on a pro-rata basis.

Required Registration. The (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 such date), the Company shall (i) cause a Shelf Registration Statement to be filed will prepare and file with the SEC a registration statement on Form S-3 or any successor form (xexcept 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) within thirty (30) days for the purpose of registering under the Securities Act all of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a HolderRegistrable Securities for resale by, and for the account of, the Holders as selling stockholders thereunder (ii) the "Registration Statement"). The Registration Statement shall permit the Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Securities. The Company agrees to use commercially reasonable efforts to cause such Shelf the Registration Statement to be declared become effective by the SEC as promptly soon as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingpracticable. The Company agrees to shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as until such date that is the earlier of (i) the date when all of the Registrable Securities registered thereunder shall have been sold or (ii) two (2) years after the Closing Date (the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Holders hold shall have no further right to offer or sell any of the Registrable SecuritiesSecurities pursuant to the Registration Statement (or any prospectus relating thereto). The Company further agreesIn the event the right of the selling Holders to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 10 hereof, if necessarythe events described in subsection (a)(i) or (ii) have not yet occurred, the Company shall be required to extend the Mandatory Registration Termination Date by the same number of days as such delay or 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 under Section 5 hereof. (b) In the event that the Registration Statement is not filed with the SEC 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 such date), the Company will pay, in cash, check or by wire transfer, to promptly supplement or amend each Purchaser, one and one-half percent (1.5%) of the Shelf Registration Statement, if required aggregate purchase price paid by the rules, regulations or instructions applicable Purchaser for all Shares and Warrants sold to each such Purchaser pursuant to the registration form used Securities Purchase Agreement. For every additional forty-five (45) days that the Company continues to be delayed from filing the Registration Statement with the SEC, the Company will pay, in cash, check or by wire transfer, to each Purchaser, an additional one and one-half percent (1.5%) of the aggregate purchase price paid by the Purchaser for all Shares and Warrants sold to each such Purchaser pursuant to the Securities Purchase Agreement. (c) Within three (3) business days after a Registration Statement that covers applicable Registrable Securities is declared effective by the SEC, the Company shall deliver, or shall cause legal counsel to deliver, to the transfer agent for such Shelf Registration Statement or by the Registrable Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish (with copies to the Holders copies of any whose Registrable Securities are included in such supplement or amendment promptly after its being used or filed with Registration Statement) confirmation that such Registration Statement has been declared effective by the SECSEC in such form as agreed to by counsel to the Company and counsel to the Holders at such time.

Required Registration. (a) 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 covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 250% of the sum of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days maximum number of shares of Common Stock issuable upon conversion of the date that a Holder requests Preferred Stock at the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, initial conversion price thereof and (ii) use commercially reasonable efforts to cause such Shelf 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 by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no No later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement No longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: a. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); and c. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and d. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Hxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the anticipated filing date. Prior Company fails to filing file with the Shelf Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall provide drafts thereof pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of (1) 1.50% multiplied by (2) the aggregate purchase price actually paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and its counsel, and available for use by such Holder (the Purchaser and its counsel “Liquidated Damages”). The parties agree that the maximum aggregate Liquidated Damages payable to a Holder under this Agreement shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements 18% of the Securities Act and aggregate amount actually paid by such Holder pursuant to the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit Purchase Agreement with respect to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Buyer No longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company further agrees, if necessary, to promptly supplement or amend of any information regarding such Holder for inclusion in the Shelf Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) ten (10) consecutive days or (ii) fifteen (15) days in total during any twelve month period (such periods, an “Allowed Delay”) during which the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be required to maintain the effectiveness of the Registration Statement then in effect until the earlier of (A) such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the rules, regulations Commission or instructions applicable to (B) the registration form used by expiration of the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECEffectiveness Period.

Required Registration. The Company (a) If ITC Investments shall (i) cause a Shelf Registration Statement be requested in writing, which writing shall specify the Registrable Securities to be filed sold and the intended method of disposition thereof (a “Demand Request”), at any time by FortisUS, or at any time after the first registration statement with respect to Registrable Securities is declared effective by the SEC SEC, by an RH Shareholder (xthe Shareholder(s) within thirty making such Demand Request, the “Demanding Shareholder”), to effect a registration under the Securities Act of Registrable Securities held by FortisUS (30or an RH Shareholder, if applicable) days (each, a “Required Registration”), then ITC Investments shall deliver a written notice (a “Demand Notice”) to each Shareholder who did not make such Demand Request stating that ITC Investments intends to comply with a Demand Request and informing each such Shareholder of its right to include Registrable Securities in such Required Registration. Within ten Business Days after receipt of a Demand Notice, each Shareholder who received such Demand Notice shall have the right to request in writing that ITC Investments include all or a specific portion of the date that a Holder requests the Company to make Registrable Securities held by such filing or (y) on Shareholder in such other date as mutually agreed by the Company and a HolderRequired Registration, and ITC Investments shall include such Registrable Securities in such Required Registration, subject to Section 3.1(c). ITC Investments shall file a registration statement on the appropriate form as promptly as practicable (iibut no later than sixty days after the date the Demand Request is delivered in the case of a Form S-1 and thirty days after the date the Demand Request is delivered in the case of a Form S-3) and use commercially its reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared effective by the SEC as promptly as at the earliest possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and date permitted under the rules and regulations of the SEC thereunder and will SEC; provided, that ITC Investments shall not contain an untrue statement of a material fact be obligated to effect, or omit take any action to state a material fact effect, any such registration pursuant to this Section 3.1: (i) in any particular jurisdiction in which ITC Investments would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless ITC Investments is already subject to service in such jurisdiction and except as may be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 or by the Securities Act or by applicable rules or regulations thereunder; (ii) if the Registrable Securities requested to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than (x) $25,000,000 (or $50,000,000 if such requested registration is the Initial Public Offering) in the case of Required Registration on Form S-1, or (y) $10,000,000 in the case of Required Registration on Form S-3; (iii) within three months of any other rules Required Registration or a Shelf Underwritten Offering; (iv) within three months of a Piggyback Offering in which all Shareholders were given the right to include Registrable Securities and regulations thereunder for shelf registrationsat least 90% of the Registrable Securities requested by such Shareholders to be included in such Piggyback Offering were included; (v) during the period starting with the date thirty days prior to ITC Investments’ good faith estimate of the date of filing of, and ending on the Company agrees date ninety days immediately following a Piggyback Offering, provided, that during the thirty-day period prior to such filing ITC Investments is actively employing in good faith all reasonable efforts to consummate such Piggyback Offering; provided, further, that ITC Investments may only delay an offering pursuant to this subsection (a)(v) for a period of not more than ninety days if a filing of any other registration statement is not made within that period and ITC Investments may only exercise this right once in any twelve-month period; or (vi) for a period of up to 120 days if ITC Investments shall furnish to the Holders copies Shareholders requesting such Registration a certificate signed by the President of ITC Investments stating that in the good faith judgment of the ITC Investments Board such Required Registration would (i) require the disclosure of a material transaction or other matter and such disclosure would be materially disadvantageous to ITC Investments or (ii) adversely affect a material financing, acquisition, disposition of assets or equity interests, merger or other comparable transaction; provided, that ITC Investments shall not exercise such right more than twice in any such supplement or amendment promptly after its being used or filed with the SEC.twelve-month period

Required Registration. The On or prior to each applicable Filing Deadline with respect to each Closing, the Company shall (i) cause prepare and file with the Commission a Shelf Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be filed with the SEC (x) within thirty (30) days made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the date that a Holder requests the Company to make such filing or (y) on Registrable Securities, by such other date means of distribution of Registrable Securities as mutually agreed by the Company and Holders holding a Holdermajority of the Registrable Securities may reasonably determine (each, and (ii) use commercially reasonable efforts to cause such Shelf an “Initial Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf RegistrationStatement”). Each Holder agrees, severally but not jointly, to furnish Initial Registration Statement shall be on such form available to the Company to register for resale of the Registrable Securities as a secondary offering, subject to the provisions of Section 2(h) and shall contain (iexcept if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in writingthe form attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all information with respect of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders thereof and use its reasonable best efforts to file amendments to such Holder that Initial Registration Statement as required by the Company reasonably deems required or advisable to be included in the Shelf Commission and/or (B) withdraw such Initial Registration Statement and any other information necessary file a new registration statement (each, a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to make any be registered by the Commission, on such information previously furnished form available to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesto register for resale the Registrable Securities as a secondary offering; provided, powers of attorneyhowever, indemnities and other documents reasonably required by the Company at least five (5) days that prior to the anticipated filing date. Prior to filing the Shelf such amendment or New Registration Statement and any amendments thereto with the SECStatement, the Company shall provide drafts thereof be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. Each New Registration Statement shall be on such form available to the Purchaser Company to register for resale of the Registrable Securities as a secondary offering, subject to the provisions of Section 2(h) and its counsel, and shall contain (except if otherwise required pursuant to written comments received from the Purchaser and its counsel shall be given Commission upon a reasonable opportunity to review and comment upon of such Shelf Registration Statement. The Shelf Registration Statement, ) the “Plan of Distribution” section substantially in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for attached hereto as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.Annex A.

Required Registration. The Company Parent shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use its commercially reasonable efforts to (i) file a post-effective amendment to the Registration Statement on Form S-3 registering the resale of the Registrable Shares within 60 days following the First Closing Date (the "AMENDMENT"), so long as the holders of such Registrable Shares shall provide the information necessary for inclusion therein in a timely manner to enable Parent to file the Amendment within such period, (ii) to cause such Shelf Registration Statement Amendment to be declared effective by the SEC as promptly soon thereafter as possible but and in any event no later than sixty one hundred eighty (60180) days after following the Shelf Registration Statement is filed pursuant First Closing Date, (iii) to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to file such Holder amendments or supplements as may be necessary so that the Company reasonably deems required or advisable to be included prospectus contained in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and Amendment will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under which they were madeapplicable state securities or "blue sky" laws and compliance with any other applicable governmental requirements or regulations) as Holder may reasonably request and that would permit or facilitate the sale of all Holder's Registrable Shares (provided, however, that Parent shall not misleading. The Company agrees be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and in each case Parent will use its commercially reasonable efforts to keep cause such Amendment and all other such registrations, qualifications and compliances to be declared effective as promptly as practicable thereafter. As soon as reasonably practicable after the Shelf Registration Statement continuously effective for as long as First Closing Date, Parent will provide to each holder of Registrable Securities a questionnaire setting forth the Holders hold any information that Parent will require from each such holder to include such holder's Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend Shares in the Shelf Registration Statement, if required by . If Holder shall fail to furnish such information to Parent within twenty (20) days following the rules, regulations or instructions applicable date on which such questionnaire shall be delivered to the registration form used by Holders, Parent may exclude Holder from the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECStatement.

Required Registration. (a) 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 covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of Ordinary Shares equal to 125% of the sum of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days maximum number of Ordinary Shares issuable upon conversion of the date that a Holder requests Convertible Notes at the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, initial conversion price thereof and (ii) use commercially reasonable efforts to cause such Shelf 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 by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form F-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: a. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); and c. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and d. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of Ordinary Shares included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the anticipated filing date. Prior Company fails to filing file with the Shelf Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall provide drafts thereof pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of (1) 1.50% multiplied by (2) the aggregate purchase price actually paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and its counsel, and available for use by such Holder (the Purchaser and its counsel “Liquidated Damages”). The parties agree that the maximum aggregate Liquidated Damages payable to a Holder under this Agreement shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements 18% of the Securities Act and aggregate amount actually paid by such Holder pursuant to the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit Purchase Agreement with respect to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Buyer no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company further agrees, if necessary, to promptly supplement or amend of any information regarding such Holder for inclusion in the Shelf Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) ten (10) consecutive days or (ii) fifteen (15) days in total during any twelve month period (such periods, an “Allowed Delay”) during which the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable. (e) If Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form F-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be required to maintain the effectiveness of the Registration Statement then in effect until the earlier of (A) such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the rules, regulations Commission or instructions applicable to (B) the registration form used by expiration of the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECEffectiveness Period.

Required Registration. The Company IRET shall use its best reasonable commercial efforts (i) cause to prepare and file with the Commission a Shelf registration statement on Form S-3 (or such successor or other appropriate form) under the Securities Act with respect to the Registrable Shares (the "Registration Statement") within three (3) months, but in any event no later than six (6) months, following the Closing Date, so long as the Shareholders whose Registrable Securities are to be included in the Registration Statement have provided the information necessary for inclusion therein in a timely manner to be filed with enable IRET to file the SEC (x) Registration Statement within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holderperiod, and (B) to the extent the Company's financial statements are required by Form S-3, (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC Commission as promptly soon thereafter as possible (but in any no event no later on a date earlier than sixty the date the Shareholders have the capacity to sell, transfer, dispose or otherwise reduce their risk pursuant to the Share Transfer Restriction Agreement set forth as Exhibit C hereto), (60iii) days after to file such amendments or supplements as may be necessary so that the Shelf Prospectus contained in the Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under which they were madeapplicable state securities or "blue sky" laws and compliance with any other applicable governmental requirements or regulations) as any selling holder of Registrable Shares may reasonably request and that would permit or facilitate the sale of all Registrable Shares (provided, however , that IRET shall not misleading. The Company agrees be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and in each case IRET will use its commercially reasonable commercial efforts to keep the Shelf cause such Registration Statement continuously and all other such registrations, qualifications and compliances to become effective for as long soon as practicable thereafter. As soon as necessary after the Holders hold any execution of this Agreement, IRET will provide to the Company a questionnaire setting forth the information that IRET will require from each Shareholder to include such holder's Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend Shares in the Shelf Registration Statement. If any Shareholder shall fail to furnish such information to IRET within thirty (30) days following the request, if required by IRET may, at its election, either exclude such holder from the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or delay the filing of the Registration Statement for up to ten (10) additional days. IRET may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed sixty (60) days, if IRET has been advised by legal counsel (based on a reasonable interpretation of Applicable Law) that such filing would require the Securities Act disclosure of a material transaction or by other matter and IRET determines reasonably and in good faith that such disclosure would have a Material Adverse Effect on IRET. The disclosure to any other rules and regulations thereunder for shelf registrationsholder of Registrable Shares of any material transaction, and or of the Company agrees to furnish existence thereof, pursuant to the Holders copies preceding sentence shall be held in confidence by such holder until IRET or a third party not under the control of any such supplement or amendment promptly after its being used or filed with the SECholder has made a public disclosure thereof.

Required Registration. The Company (a) Buyer shall prepare and file or cause to be prepared and filed with the SEC (i1) as soon as practicable, but in any event within sixty (60) 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 (A) the resale from time to time by the Shareholders thereof of all of the Registrable Shares delivered at the Closing or otherwise capable of being registered at such time and (B) the issuance by Buyer of Buyer Stock upon exercise of any Buyer Options delivered at the Closing, and (2) if necessary, as soon as practicable, but in any event within sixty (60) days after each Subsequent Event an additional registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering (x) the resale from time to time of any additional Registrable Shares delivered upon the occurrence of a Subsequent Event and (y) the issuance by Buyer of Buyer Stock upon exercise of any Buyer Options delivered upon the occurrence of a Subsequent Event. (Each registration statement required to be filed pursuant to the preceding sentence, a "Shelf Registration Statement".) Each Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Shares for resale by such Shareholders in accordance with the methods of distribution elected by the Shareholders and set forth in such Shelf Registration Statement. Buyer shall use its commercially reasonable efforts to cause a each Shelf Registration Statement to be filed declared effective under the Securities Act as promptly as is practicable after the filing thereof with the SEC SEC, but in any event within ninety (x) within thirty (3090) days after the Closing Date or the relevant Subsequent Delivery Date, as the case may be, and to keep such Shelf Registration Statement continuously effective under the Securities Act until the expiration of the date Effectiveness Period. Notwithstanding the foregoing sentence, in the event that the staff of the SEC notifies Buyer or its counsel (whether orally or in writing) that a Holder requests Shelf Registration Statement will not be reviewed ("No-Review"), the Company to make Buyer shall notify each Shareholder within five (5) Business Days of such filing or (y) on such other date as mutually agreed by the Company notification and a Holder, and (ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective (including by requesting acceleration of the SEC as promptly as possible but in any event Shelf Registration Statement) no later than sixty fifteen (6015) days after receipt of such notification from the staff of the SEC. At the time a Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes declared effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of each Shareholder that became a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.Notice

Required Registration. The Company shall (a) Subject to Section 2(b) hereof and commencing on February 1, 2004, if (i) cause a Shelf Registration Statement to NRP shall be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed requested by the Company and a HolderRequired Unitholders to effect the registration under the Securities Act of Registrable Securities, and (ii) use commercially reasonable efforts Rule 144 or another exemption from registration is not available to cause enable the Required Unitholders to dispose of the number of Registrable Securities they desire to sell at the time they desire to do so without registration under the Securities Act, then NRP shall prepare and file with the Commission the registration statement covering such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause Registrable Securities. A request for a registration under this Section 2 shall: (i) specify the Registrable Securities intended to be offered and sold by the Required Unitholders, (ii) express each such Required Unitholders' present intent to offer such Registrable Securities for distribution, (iii) describe the “Shelf Registration”). Each Holder agreesintended nature and method of the proposed offer and sale of Registrable Securities, severally but and (iv) contain the undertakings of each such Required Unitholder to provide all such information and materials and take all action as may be required to permit NRP to comply with all applicable requirements in connection with the registration of such Registrable Securities. (b) Anything contained in Section 2(a) hereof notwithstanding, NRP shall not jointlybe obligated to effect any registration of Registrable Securities under the Securities Act pursuant to Section 2(a) hereof, to furnish to except in accordance with the Company following provisions: (i) in writing, all information with respect NRP shall not be obligated to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement prepare and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading file and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep cause to become effective, within the Shelf meaning of clause (iv) below, a registration statement pursuant to Section 2(a) hereof until February 1, 2004; (ii) NRP shall not be obligated to prepare and file and use its commercially reasonable efforts to cause to become effective, within the meaning of clause (iv) below, more than one (1) registration statement pursuant to Section 2(a) hereof; (iii) If the Conflicts Committee determines in its good faith judgment that a postponement of the filing or effectiveness of the requested registration for up to six months from the date of such request would be in the best interest of NRP and its Partners (as such term is defined in the Partnership Agreement) due to a pending transaction, investigation or event, NRP upon prompt written notice to the Requesting Unitholders, may delay the filing or effectiveness of such Registration Statement continuously effective statement for as long as such period of time. (iv) At any time before the Holders hold any registration statement covering Registrable SecuritiesSecurities becomes effective, the Requesting Unitholders that requested such registration may request NRP to withdraw or not to file the registration statement. The Company further agreesIn that event, if necessarysuch request of withdrawal shall not have been caused by, or made in response to, a material adverse change in the business, properties, condition, financial or otherwise, or operations of NRP occurring on or after the date of such request, the demand registration right shall be deemed to promptly supplement have been effected, as provided in clause (ii) above, unless the Requesting Unitholders shall pay to NRP the expenses incurred by NRP in connection with such registration statement through the date of such request, in which case no such demand registration right shall be deemed to have been effected. (c) Subject to Section 2(b)(iv) hereof, no registration shall be deemed to have been requested or amend effected for any purposes under this Section 2: (A) unless a registration statement with respect thereto has become effective; (B) if, after it has become effective, any stop order, injunction or other order or requirement of the Shelf Registration StatementCommission or any other governmental agency or court, if required for any reason, affecting any of the Registrable Securities covered by such registration statement, is issued by the rulesCommission or other governmental agency or court and not withdrawn within ten (10) Business Days; (C) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied by reason of a failure by or inability of NRP to satisfy any of such conditions, regulations or instructions applicable to the registration form used occurrence of an event outside the control of the relevant Requesting Unitholders; or (D) if the request for withdrawal made by the Company Requesting Unitholders pursuant to Section 2(b)(iv) hereof shall have been caused by, or made in response to, the material adverse change in the business properties, condition, financial or otherwise, or operations of NRP. (d) If a registration effected pursuant to this Section 2 is for an underwritten Public Offering, then NRP may include in such Shelf Registration Statement registration the number of securities (for its own account or the account of any securityholder), which in the opinion of such underwriters can be sold without adversely affecting the proposed offering or the offering price, provided the number of Registrable Securities requested by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees Requesting Unitholders to furnish to the Holders copies of any be included in such supplement or amendment promptly after its being used or filed with the SECregistration shall not be reduced.

Required Registration. (a) The Company shall (i) cause a Shelf prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission the Initial Registration Statement; provided that the Initial Registration Statement shall register for resale (a) at least the number of shares of Common Stock equal to 200% of the sum of the maximum number of Conversion Shares initially issuable upon conversion of the principal balance of the Note, at the initial conversion price thereof, calculated as of the initial closing date under the Purchase Agreement and (b) 100% of the Incentive Shares (the “Initial Required Registration Amount”). Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the three year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 5:30 p.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 furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(c); with respect to filing on such appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise: (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: i. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder or existing holders or non-management shareholders as necessary; ii. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (d) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); and iii. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the anticipated filing date. Prior Company fails to filing file with the Shelf Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall provide drafts thereof pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of: (1) 2.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and its counselavailable for use by such Holder (the “Liquidated Damages”). The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, and the Purchaser and its counsel no liquidated damages shall be given a reasonable opportunity payable due to review and comment upon such Shelf Registration Statementany Holder’s actions that delay or prevent the Company from performing its obligations under this Agreement. The Shelf Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when such Holder no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company of any information regarding such Holder for inclusion in the Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve-month period (such periods, an “Allowed Delay”) during which the form Prospectus included in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf any Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement contemplated by this Registration Rights Agreement is suspended 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECotherwise unavailable.

Required Registration. (a) At any time after one year from the date hereof and prior to five years from the date hereof, the 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 only be required to effect such registration if the Registrable Securities for which registration has been requested shall constitute at least 25% of the Registrable Securities originally issued, as adjusted for stock splits, dividends, reclassifications, recapitalizations or other similar events. The Company shall use its best efforts to cause an appropriate registration statement (ithe "Registration Statement") cause a Shelf Registration Statement covering such Registrable Securities to be filed with the SEC (x) Commission within thirty (30) 30 days of receiving such notice from the date that a Holder requests 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 make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf file more than one Registration Statement pursuant to be the provisions of this Section 2.1, provided such Registration Statement is declared effective by the SEC as promptly as possible but in any event no later Commission and remains effective until the earlier of the expiration of 120 days or the consummation of the sale of all Registrable Securities thereunder. The Company shall not be required to keep a Registration Statement effective for a period of more than sixty 120 days. The Company's registration obligations under this Section 2.1 shall be deemed satisfied (60i) when a Registration Statement shall have become effective and there has been a complete distribution of the Registrable Securities to be offered or sold, (ii) upon the withdrawal by the Investor of the request for such Registration Statement after such Registration Statement has been filed with the Commission or (iii) the expiration of 120 days from effectiveness of such Registration Statement during which period it remained fully effective. The Company shall bear the Costs and Expenses of such Registration Statement. Notwithstanding anything to the contrary contained herein, the Company may defer compliance with a request until 120 days after the Shelf effective date of a registration statement filed by the Company in which holders of Registrable Securities shall 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 Registration Statement is filed under Section 2.1(a) any other shares of its 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 clause Section 2.1(a). If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to be included shall be excluded to the extent deemed appropriate by the managing underwriter. (c) Notwithstanding the foregoing, if the Company shall furnish to the holder of Registrable Securities requesting a registration statement pursuant to Section 2.1(a), a certificate signed by an officer of the Company stating that (i) the Company is conducting or about to conduct an offering of its securities and has been advised by its investment banker in writing that such offering will be adversely affected by the registration so demanded, accompanied by a copy of such written advice from such investment banker, or (ii) the “Shelf Registration”). Each Holder agreesCompany is engaged in a financing, severally but not jointlymerger, acquisition of assets, sale of assets, recapitalization or other similar corporate action which would relate to furnish or involve more than 10% of the Company's assets or revenues and in the good faith judgment of the Board of Directors it would seriously impair the ability of the Company to effect the registration or would be seriously detrimental to the Company (i) in writing, all information with respect to and its stockholders if such Holder that the Company reasonably deems required or advisable transaction were to be included in disclosed at such time, and it is therefore essential to defer the Shelf Registration Statement and any other information necessary to make any filing of such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECregistration statement, the Company shall provide drafts thereof have the right to defer such filing for a period of not more than 90 days after receipt of the request for registration; provided, however, that the Company may not utilize this deferral right more than once in any twelve month period. (d) If the Investor desires to sell Registrable Securities in an underwritten offering, the underwriter will be selected by the Investor, subject to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements approval of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECCompany.

Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use its commercially reasonable efforts to (i) file a registration statement on Form S-3 or a post-effective amendment to the Registration Statement on Form S-3, at the Company’s discretion, registering the resale of the Registrable Shares no later than July 14, 2005 (the “Amendment”), so long as the holders of such Registrable Shares shall provide the information necessary for inclusion therein in a timely manner to enable the Company to file the Amendment within such period, (ii) to cause such Shelf Registration Statement Amendment to be declared effective by the SEC as promptly soon thereafter as possible but and in any event no later than sixty September 22, 2005, (60iii) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to file such Holder amendments or supplements as may be necessary so that the Company reasonably deems required or advisable to be included prospectus contained in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and Amendment will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under which they were madeapplicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as Holder may reasonably request and that would permit or facilitate the sale of all Holder’s Registrable Shares (provided, however, that the Company shall not misleading. The be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and in each case the Company agrees to will use its commercially reasonable efforts to keep cause such Amendment and all other such registrations, qualifications and compliances to be declared effective as promptly as practicable thereafter. As soon as reasonably practicable after the Shelf Registration Statement continuously effective for as long as date hereof, the Holders hold any Company will provide to each holder of Registrable Securities. The Securities a questionnaire setting forth the information that the Company further agrees, if necessary, will require from each such holder to promptly supplement or amend include such holder’s Registrable Shares in the Shelf Registration Statement, if required by the rules, regulations or instructions applicable . If Holder shall fail to furnish such information to the registration form used by Company within twenty (20) days following the date on which such questionnaire shall be delivered to the Holders, the Company for such Shelf may exclude Holder from the Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECStatement.”

Required Registration. The Company Issuer shall use best efforts to file a Registration Statement (ithe “Shelf Registration Statement”) cause on or before March 31, 2005, pursuant to which all of the Registrable Securities shall be registered for resale. If on or before March 31, 2005, the Issuer has filed a registration statement with the SEC for an underwritten offering of Common Stock by the Issuer, the Investor shall, if requested by the underwriter, agree to sign the form of lock up agreement requested by the underwriter with respect to such offering whereby the Investor shall agree, among other things, not to sell any Registrable Securities for a period not to exceed 180 days and shall sign an agreement to that effect in similar form as executed by all of the Issuer’s executive officers and directors. In such event, the Issuer may delay the filing of the Shelf Registration Statement but shall use its best efforts to be filed file the Shelf Registration Statement before the expiration of forty-five (45) days from the effective date of the registration statement for the underwritten public offering. The Investor and its counsel shall have a reasonable period, not to exceed ten (10) business days, to review the Shelf Registration Statement or any amendment thereto, prior to filing with the SEC, and the Issuer shall provide the Investor with copies of any comment letters received from the SEC with respect thereto within 2 business days of receipt thereof. The Issuer shall use reasonable best efforts to cause the SEC to declare the Shelf Registration Statement effective as soon as practicable after filing, but in no event later than ninety (x) within thirty (3090) days of the date that a Holder requests of filing of the Company to make such filing or (y) on such other date as mutually agreed by the Company and a HolderShelf Registration Statement, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by thereafter maintain the SEC as promptly as possible but in any event no later than sixty (60) days after effectiveness of the Shelf Registration Statement is filed pursuant to clause (i) (until such time as the “Shelf Registration”). Each Holder agreesIssuer reasonably determines, severally but not jointlybased on an opinion of counsel, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable Holders will be eligible to be included sell all of the Registrable Securities then owned by the Holders without the need for continued registration of the Registrable Securities in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. Notwithstanding the foregoing, if the Issuer’s obligation to maintain the effectiveness of the Shelf Registration Statement and any other information necessary to make any such information previously furnished to has not earlier terminated under the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECpreceding sentence, the Company Issuer’s obligations contained in this Section 6.2 shall provide drafts thereof to terminate automatically on the Purchaser and its counsel, and second anniversary of the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such effective date of the Shelf Registration Statement. The Shelf Registration Statement, in Issuer covenants that it will provide written notice to the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep Investor that the Shelf Registration Statement continuously has been declared effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rulesSEC, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment which notice shall be given promptly after its being used or filed with the Issuer has received notice of such effectiveness from the SEC.

Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with Within 30 days following the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) final Closing Date (the “Shelf RegistrationFiling Deadline”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser prepare and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects file with the requirements of Commission a Registration Statement on appropriate form as determined under the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement Commission for the purpose of a material fact or omit to state a material fact required to be stated therein or necessary to make registering for public resale the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agreesshall use its commercially reasonable best efforts to ensure that such Registration Statement is declared effective within 60 days (or 90 days, if necessaryin the event the SEC reviews the Registration Statement) of the Closing Date (the “Effectiveness Deadline”). In the event that: (i) such Registration Statement is not filed by the Filing Deadline, to promptly supplement (ii) the Registration Statement is not declared effective by the Commission by the Effectiveness Deadline or amend (iii) after the Shelf effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (ii), the date on which such Event occurs, and for purpose of clause (iii) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to one and one-half percent (1.5%) of the Holder’s original subscription price in the Offering; provided, however, that such damages shall not exceed 12.0% of such Holder’s original subscription payment. The Company will agree to take all actions as are necessary to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission. 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. The Company shall bear all expenses of the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECStatement.

Required Registration. The Company (a) If ITC Investments shall (i) cause a Shelf Registration Statement be requested in writing, which writing shall specify the Registrable Securities to be filed sold and the intended method of disposition thereof (a “Demand Request”), at any time by FortisUS, or at any time after the first registration statement with respect to Registrable Securities is declared effective by the SEC SEC, by an RH Shareholder (xthe Shareholder(s) within thirty making such Demand Request, the “Demanding Shareholder”), to effect a registration under the Securities Act of Registrable Securities held by FortisUS (30or an RH Shareholder, if applicable) days (each, a “Required Registration”), then ITC Investments shall deliver a written notice (a “Demand Notice”) to each Shareholder who did not make such Demand Request stating that ITC Investments intends to comply with a Demand Request and informing each such Shareholder of its right to include Registrable Securities in such Required Registration. Within ten Business Days after receipt of a Demand Notice, each Shareholder who received such Demand Notice shall have the right to request in writing that ITC Investments include all or a specific portion of the date that a Holder requests the Company to make Registrable Securities held by such filing or (y) on Shareholder in such other date as mutually agreed by the Company and a HolderRequired Registration, and ITC Investments shall include such Registrable Securities in such Required Registration, subject to Section 3.1(c). ITC Investments shall file a registration statement on the appropriate form as promptly as practicable (iibut no later than sixty days after the date the Demand Request is delivered in the case of a Form S-1 and thirty days after the date the Demand Request is delivered in the case of a Form S-3) and use commercially its reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared effective by the SEC as promptly as at the earliest possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and date permitted under the rules and regulations of the SEC thereunder and will SEC; provided, that ITC Investments shall not contain an untrue statement of a material fact be obligated to effect, or omit take any action to state a material fact effect, any such registration pursuant to this Section 3.1: (i) in any particular jurisdiction in which ITC Investments would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless ITC Investments is already subject to service in such jurisdiction and except as may be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 or by the Securities Act or by applicable rules or regulations thereunder; (ii) if the Registrable Securities requested to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than (x) $25,000,000 (or $50,000,000 if such requested registration is the Initial Public Offering) in the case of Required Registration on Form S-1, or (y) $10,000,000 in the case of Required Registration on Form S-3; (iii) within three months of any other rules Required Registration or a Shelf Underwritten Offering; (iv) within three months of a Piggyback Offering in which all Shareholders were given the right to include Registrable Securities and regulations thereunder for shelf registrationsat least 90% of the Registrable Securities requested by such Shareholders to be included in such Piggyback Offering were included; (v) during the period starting with the date thirty days prior to ITC Investments’ good faith estimate of the date of filing of, and ending on the Company agrees date ninety days immediately following a Piggyback Offering, provided, that during the thirty-day period prior to such filing ITC Investments is actively employing in good faith all reasonable efforts to consummate such Piggyback Offering; provided, further, that ITC Investments may only delay an offering pursuant to this clause (v) for a period of not more than ninety days if a filing of any other registration statement is not made within that period and ITC Investments may only exercise this right once in any twelve-month period; or (vi) for a period of up to 120 days if ITC Investments shall furnish to the Holders copies Shareholders requesting such Registration a certificate signed by the President of ITC Investments stating that in the good faith judgment of the ITC Investments Board such Required Registration would (i) require the disclosure of a material transaction or other matter and such disclosure would be materially disadvantageous to ITC Investments or (ii) adversely affect a material financing, acquisition, disposition of assets or equity interests, merger or other comparable transaction; provided, that ITC Investments shall not exercise such right more than twice in any such supplement or amendment promptly after its being used or filed with the SECtwelve-month period.

Required Registration. The Company Acquiror shall use its reasonable commercial efforts (i) cause a Shelf Registration Statement to be filed prepare and file with the SEC Commission a registration statement on Form S-3 (xor such successor or other appropriate form) under the Securities Act with respect to the Registrable Shares (the “Registration Statement”) within thirty (30) 60 days of the date Closing Date (or as soon thereafter as commercially reasonable if 60 days is determined not to be commercially reasonable) (the “Registration Date”), so long as the holders of Registrable Securities who have requested inclusion in the Registration Statement as selling shareholders have provided the information necessary for inclusion therein in a timely manner to enable Acquiror to file the Registration Statement within such period, provided that Acquiror may delay filing of the Registration Statement if Acquiror shall furnish the shareholder Agents with a Holder requests the Company to make such filing or (y) on such other date as mutually agreed certificate signed by the Company and a HolderPresident of Acquiror stating that in the reasonable judgment of Acquiror after consultation with counsel there is or may be in existence material undisclosed information or events with respect to Acquiror the disclosure of which would be seriously detrimental to Acquiror, and but any such delay shall not exceed 90 days, (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC Commission as promptly soon thereafter as possible but possible, (iii) to file such amendments or supplements as may be necessary so that the prospectus contained in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under which they were madeapplicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as any selling holder of Registrable Shares may reasonably request and that would permit or facilitate the sale of all Registrable Shares (provided, however, that Acquiror shall not misleading. The Company agrees be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and in each case Acquiror will use its commercially best reasonable efforts to keep the Shelf cause such Registration Statement continuously and all other such registrations, qualifications and compliances to become effective for as long soon as practicable thereafter. As soon as reasonably practicable after the Holders hold any execution of this Agreement, Acquiror will provide to Target a questionnaire setting forth the information that Acquiror will require from each Former Target Stockholder to include such holder’s Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend Shares in the Shelf Registration Statement, if required by the rules, regulations or instructions applicable . If any Former Target Stockholder shall fail to furnish such information to Acquiror prior to the registration form used by Registration Date, Acquiror may, at its election, either exclude such holder from the Company for such Shelf Registration Statement or by delay the Securities Act or by any other rules and regulations thereunder filing of the Registration Statement for shelf registrations, and the Company agrees up to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECten (10) additional days.

Required Registration. (a) The Company shall (i) cause prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Shelf Registration Statement covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 200% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the Note and the Warrant Shares (the “Initial Required Registration Amount”). 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 with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(d); with respect to filing on such appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise: (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: a. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders). In the event of a cutback hereunder, powers of attorney, indemnities and other documents reasonably required by the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Hxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the anticipated filing date. Prior Company fails to filing file with the Shelf Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall provide drafts thereof pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of: (1) 1.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and available for use by such Holder (the “Liquidated Damages”). The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no liquidated damages shall be payable due to any Holder’s actions that delay or prevent the Company from performing its counselobligations under this Agreement. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, and amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser and its counsel no longer holds such shares of Registrable Securities. No Event shall be given deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a reasonable opportunity Holder to review and comment upon timely advise the Company of any information regarding such Shelf Registration Statement. The Shelf Holder for inclusion in the Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve-month period (such periods, an “Allowed Delay”) during which the form Prospectus included in which it becomes effectiveany Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable. Additionally, will conform in if: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) a Registration Statement registering for resale all material respects with the requirements of the Securities Act and Initial Required Registration Amount is not declared effective by the rules and regulations Commission by the Effectiveness Deadline of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Initial Registration Statement, if required the Company shall issue the Holder Warrant Shares in an amount equal to 25% of the initial amount of Warrant Shares. Furthermore, the failure to have a Registration Statement registering for resale all of the Initial Required Registration Amount not declared effective by the rules, regulations or instructions applicable to the registration form used Commission by the Company for such Shelf Registration Statement or by 90th day from the Securities Act or by any other rules and regulations thereunder for shelf registrations, and day hereof shall be an Event of Default under the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECNotes.

Required Registration. The Company As soon as practicable after the Closing (as defined in the Purchase Agreement), but not more than 30 days thereafter, divine shall (i) cause file a Shelf Registration Statement registration statement on Form S-3 to be filed with the SEC (x) within thirty (30) days register all of the date that a Holder requests Registrable Shares (the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) "Shelf Registration"). Divine shall use commercially its reasonable best efforts to cause such Shelf Registration Statement to be declared deemed effective as soon as possible and shall maintain the effectiveness of the Shelf Registration until such time as divine reasonably determines that the Holders will be eligible to sell all of the Holder Registrable Shares then owned by the SEC as promptly as possible but Holders without the need for continued registration of the Holder Registrable Shares in the three-month period immediately following the termination of the effectiveness of the Shelf Registration. Divine's obligations contained in this Section 2 shall terminate on the second anniversary of the date on which the Holder Registrable Shares are issued. Notwithstanding the foregoing, divine may delay filing the Shelf Registration, and may withhold efforts to cause the Shelf Registration to become effective, if divine determines in good faith that such registration might (i) interfere with or affect the negotiation or completion of any transaction that is being contemplated by divine (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (ii) involve initial or continuing disclosure obligations of divine. In no event no later shall divine be entitled to so delay the filing of the Shelf Registration, or withhold efforts to cause the Shelf Registration to become effective, for a period of more than sixty (60) days 45 days. If, after the Shelf Registration Statement is filed pursuant to clause (i) (becomes effective, divine advises the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder Holders that the Company reasonably deems required or advisable to be included in divine considers it appropriate for the Shelf Registration Statement and to be amended, the Holders shall suspend any other information necessary further sales of their registered shares until divine advises them that an amendment to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes has been declared effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. (a) The Company shall prepare and file, as soon as is reasonably practicable, but in no event later than the thirtieth (30th) day following the date hereof (the “Filing Date”), a Registration Statement under the Securities Act covering the resale of the Registrable Securities and shall use its best efforts to cause the Registration Statement to become effective as expeditiously as possible, but in no event later than the earlier of (i) cause a Shelf the one hundred twentieth (120th) day following the date hereof or (ii) the third day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to be further review and comments (the “Effectiveness Date”), and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is six (6) years following the date hereof (the “Effectiveness Period”). (b) If: (i) the Registration Statement is not filed with the SEC Commission on or prior to the Filing Date (xif the Company files the Registration Statement with the Commission without affording the Holder the opportunity to review and comment on the same as required by Section 5(a), the Company shall be deemed not to have filed the Registration Statement with the Commission on or prior to the Filing Date), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within thirty two (302) days of the date that a Holder requests the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or not subject to make further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by the Effectiveness Date, or (iv) after the date that the Registration Statement is initially declared effective by the Commission (the “Effective Date”), the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities, or the Holder is not permitted to utilize the Prospectus therein to resell such filing Registrable Securities, or (v) the Company fails to issue to the Holder certificates representing the Registrable Securities within the timeframe provided for in the respective Securities, (any such failure or breach being referred to as an “Event,” and for purposes of clause (i), (iii), (iv) or (v), the date on which such Event occurs, or for purposes of clause (ii) the date on which such two (2) day period is exceeded, being referred to as “Event Date”), then for an Event: (x) on each such Event Date, the Company shall pay to the Holder an amount in cash, as liquidated damages and not as a penalty, equal to one and one-half percent (1.5%) of the initial Aggregate Principal Amount; and (y) on each monthly anniversary of each such other date as mutually agreed Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Holder an amount in cash, as liquidated damages and not as a Holderpenalty, equal to one and one-half percent (ii1.5%) use commercially reasonable efforts of the initial Aggregate Principal Amount. Notwithstanding the foregoing, no damages shall be payable with respect to cause an Event if liquidated damages are payable hereunder with respect to another Event at such Shelf Registration Statement time. If the Company fails to be declared effective by the SEC as promptly as possible but pay any liquidated damages pursuant to this Section in any event no later than sixty full within fifteen (6015) days after the Shelf Registration Statement date payable, the Company will pay interest thereon at a rate of sixteen percent (16%) per annum (or such lesser maximum amount that is filed pursuant permitted to clause (ibe paid by applicable law) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (c) [intentionally omitted] (d) The Company (i) in writingrepresents and warrants that it is not a party to, all information or otherwise subject to, any agreement, other than this Agreement, granting registration rights to any other Person with respect to such Holder that any securities of the Company reasonably deems required or advisable to be included and agrees that it will not include any securities of the Company, other than the Registrable Securities, in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to Statement. Notwithstanding the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECforegoing, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, may include in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agreesup to 50,000 shares of Common Stock on behalf of Xxxxxx & Xxxxxx, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECLLP.

Required Registration. The Company shall (i) cause After receipt of a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days written request from holders of --------------------- Registrable Securities representing at least an aggregate of 33% of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holdertotal of all Registrable Securities then outstanding, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder requesting that the Company reasonably deems required effect the registration of Registrable Securities under the Securities Act and specifying the intended method or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers methods of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECdisposition thereof, the Company shall provide drafts thereof promptly notify all holders of Registrable Securities in writing of the receipt of such request and each such holder may elect (by written notice sent to the Purchaser and Company within ten Business Days from the date of such holder's receipt of the aforementioned Company's notice) to have Registrable Securities held by such holder included in such registration thereof pursuant to this Section 2. Thereupon the Company --------- shall, as expeditiously as is possible, use its counsel, and best efforts to effect the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of registration under the Securities Act of all shares of Registrable Securities which the Company has been so requested to register by such holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that (i) the Company shall not be required to -------- ------- effect more than one registration of any Registrable Securities pursuant to this Section 2, (ii) in the event that the Board of Directors of the Company --------- determines in good faith that the registration of Registrable Securities would require the disclosure of material nonpublic information and that disclosure of such material nonpublic information would not be in the best interests of the Company and its stockholders, then, upon notice to the holders of the determination that has been made hereunder, the Company shall not be required to file a registration statement until the earlier of the second day after the condition described above has ceased to exist and the rules and regulations 60th day following receipt by the Company of the SEC thereunder notice from the holders requesting registration under this Section 2, and will not contain (iii) nothing in this Agreement shall require the Company to --------- effect an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light underwritten public offering of the circumstances Registrable Securities. Notwithstanding anything to the contrary contained herein, the obligation of the Company under which they were madethis Section 2 shall be satisfied only when a Registration --------- Statement covering all shares of Registrable Securities specified in notices received as aforesaid, not misleadingfor sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and remained effective for the period set forth in Section 4(a). The Company agrees to use will not effect ------------ any other registration of its commercially reasonable efforts to keep the Shelf Common Stock for its own account or (other than a Registration Statement continuously effective on Form S-4 or S-8 or any successor form for as long as securities to be offered in a transaction of the Holders hold any Registrable Securities. The Company further agrees, if necessary, type referred to promptly 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 or by in Rule 145 under the Securities Act or by any other rules and regulations thereunder for shelf registrations, and to employees of the Company agrees pursuant to furnish to any employee benefit plan, respectively) for the Holders copies account of any such supplement or amendment promptly after its being used or filed with holder who is an Affiliate of the SEC.Company, from the date of receipt of a notice from requesting holders pursuant to this Section 2 until the end of the period described in Section 4(a). --------- ------------

Required Registration. (a) Within forty five (45) days after the Closing of the Purchase Agreement, the Company shall file a registration statement ("Registration Statement") on Form S-3, SB-2 (or oxxxx xxxxable form), covering the resale of all shares of Registrable Securities then outstanding. (b) The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially all reasonable efforts to cause such Shelf have the Registration Statement to be declared effective on or before the Due Date. (c) If the Registration Statement is not declared effective by the SEC Due Date as promptly a result of the Company's failure to file such Registration Statement timely or failure to strive diligently to have such Registration Statement declared effective by the Due Date, the Company shall pay the Purchaser an amount equal to one percent (1%) per month, or a fraction of a month, of the aggregate amount of Purchase Price sold in the Purchase Agreement, compounded monthly and accruing daily, until the Registration Statement or a registration statement filed pursuant to Section 3 or Section 4 is declared effective, payable in cash. The accrual amount payable will be tolled for any periods occasioned by a delay of a Registration Statement under Section 3 as possible but in any event no later than sixty a result of the choice of the Holders to have that Registration Statement underwritten. (60d) days after If the Shelf Registration Statement is filed pursuant not declared effective by the Due Date, but all the Registrable Securities held by a Holder are available for sale by the Holder, in the opinion of counsel to clause the Purchaser (iwhich opinion shall be reasonably acceptable to the Company to permit such sale) (the “Shelf Registration”"Opinion"). Each Holder agrees, severally but not jointlywithout compliance with the registration and prospectus delivery requirements of the Act, to furnish so that all transfer restrictions and restrictive legends pertaining to the Company (i) in writingRegistrable Securities may be removed prior to and upon the consummation of such sale, all information then registration contemplated hereby shall no longer be required with respect to such Holder that Holder's Registrable Securities upon the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished furnishing to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsOpinion, and the Company agrees will cooperate fully with the Holder and use its best efforts to facilitate removal of restrictive legends and transfer restrictions pertaining to the Registrable Securities. Such efforts shall include, but not be limited to, undertaking to furnish such opinions of counsel to the Holders copies of any such supplement or amendment promptly after its being used or filed with Company as the SECCompany's transfer agent may reasonably require.

Required Registration. (a) (i) The Company shall (i) cause prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission a Shelf Registration Statement covering the resale of all of the First Closing Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of 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 filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of July 6, 2022 (the “Shelf RegistrationFirst Closing Effectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. (ii) The Company shall prepare and, as soon as practicable, but not jointlyin no event later than the applicable Filing Deadline, file with the Commission a Registration Statement covering the resale of all of the Second Closing Registrable Securities (the “Second Registration Statement”); provided that the Second Registration Statement shall register for resale at least the number of shares of Common Stock equal to furnish 100% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the Second Notes or exercise of the Second Warrants at the initial conversion price thereof (the “Second 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 Second Notes or exercise of the Second Warrants being increased because of the application of any provisions thereof, the Company shall promptly file an amendment to the Second Registration Statement providing for registration of such additional shares. The Second Registration Statement filed hereunder shall be on Form S-1 in connection with the Second Closing. 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 earlier of: (i) the date that all Second Closing Registrable Securities covered by such Registration Statement no longer constitute Second Closing Registrable Securities, or (ii) the two year anniversary of the date of this Agreement (the “Second Closing Effectiveness Period” and, together with the First Closing Effective Period, the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in writingSection 2(a), if the Commission informs the Company that all information of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the applicable Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of this Section 2; with respect to filing on such Holder appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company reasonably deems required used diligent efforts to advocate with the Commission for the registration of all or advisable a greater portion of Registrable Securities), unless otherwise: (i) directed in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (d) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); c. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce or eliminate Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Warrant Shares held by such Holders) d. Fourth, the Company shall reduce Registrable Securities represented by Inducement Shares (applied, in the case that some Inducement Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Inducement Shares held by such Holders); and e. Fifth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Conversion Shares held by such Holders); and In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the anticipated filing date. Prior to filing event the Shelf Company amends a Registration Statement and any amendments thereto in accordance with the SECforegoing, or determines to file an additional Registration Statement, the Company shall provide drafts thereof will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Purchaser and its counselCompany or to registrants of securities in general, and one or more Registration Statements on such other form available to register for resale those Registrable Securities that were not registered for resale on the Purchaser and its counsel shall be given Registration Statement, as amended, as a reasonable opportunity to review and comment upon such Shelf result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Registration Statement. The Shelf In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Registration Statement, all holders of shares of Common Stock included in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such additional Registration Statement continuously effective for as long as the Holders hold shall be subject to any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if additional cutbacks that may be required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECCommission on a pro rata basis.

Required Registration. (a) 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 covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 125% of the sum of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days maximum number of shares of Common Stock issuable upon conversion of the date that a Holder requests Preferred Shares at the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, initial conversion price thereof and (ii) use commercially reasonable efforts to cause such Shelf 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 by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: a. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); and c. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders)); and d. Fourth, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Hxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to the anticipated filing date. Prior to filing the Shelf its Filing Deadline, or (ii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than Twenty (20) consecutive calendar days or more than an aggregate of Thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such Five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such Twenty (20) or Thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall provide drafts thereof pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of (1) Two Percent (2%) multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and its counselavailable for use by such Holder (the “Liquidated Damages”). If the Company fails to pay any liquidated damages pursuant to this Section in full within seven (7) days after the date payable, and the Purchaser and its counsel Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The parties agree that the maximum aggregate Liquidated Damages payable to a Holder under this Agreement shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements 12% of the Securities Act and aggregate amount paid by such Holder pursuant to the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit Purchase Agreement with respect to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company further agrees, if necessary, to promptly supplement or amend of any information regarding such Holder for inclusion in the Shelf Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) Twenty (20) consecutive days or (ii) Thirty (30) days in total during any twelve month period (such periods, an “Allowed Delay”) during which the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be required to maintain the effectiveness of the Registration Statement then in effect until the earlier of (A) such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the rules, regulations Commission or instructions applicable to (B) the registration form used by expiration of the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECEffectiveness Period.

Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as As promptly as possible practicable after the Closing, unless prohibited by Law, but in any no event no later than sixty forty-five (6045) days after the Shelf Registration Statement Closing Date (or, if such date is filed any day on which the filing of documents with the SEC pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required Exchange Act or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations thereunder may not be made, then the next day thereafter on which the filing of such documents with the SEC may be made), Parent agrees to file a Registration Statement on Form S-3 or other applicable registration statement (the “Re-Sale Registration Statement”) to register the resale of any and all of the SEC thereunder and will not contain an untrue statement shares of a material fact Parent Common Stock issued or omit issuable pursuant to state a material fact required to be stated therein or necessary to make this Agreement (together, the statements therein, in the light of the circumstances under which they were made, not misleading“Shares”). The Company agrees to Parent shall use its commercially reasonable efforts to keep cause the Shelf SEC to declare the Re-Sale Registration Statement continuously effective for as long as no later than the Holders hold any Registrable Securities. The Company further agrees90th day after the Closing; provided, if necessaryhowever, that not less than five days prior to promptly supplement or amend the Shelf filing of the Re-Sale Registration Statement, if required Parent shall provide the Stockholders’ Representative with a copy of the Re-Sale Registration Statement proposed to be filed and Parent agrees to consider all appropriate comments provided by the rules, regulations or instructions applicable Stockholders’ Representative with respect to the registration form used by Re-Sale Registration Statement for inclusion in the Company Re-Sale Registration Statement; provided, further, that Parent shall have no liability to the Stockholders’ Representative for the failure of the SEC to declare the Re-Sale Registration Statement effective no later than the 90th day after the Closing if such Shelf failure is a result, directly or indirectly, of the Stockholders’ Representative’s failure to cooperate with Parent pursuant to the terms of this Agreement. Parent shall thereafter maintain the effectiveness of the Re-Sale Registration Statement until the earlier of (a) the date on which all the Shares have been sold pursuant to the Re-Sale Registration Statement or by Rule 144 promulgated under the Securities Act or by any other rules and regulations thereunder for shelf registrations(“Rule 144”), and (b) such time as Parent reasonably determines, based on an opinion of counsel, that the Company agrees holders of the Shares will be eligible to furnish sell under Rule 144 all of the Shares then owned by them within the volume limitations imposed by paragraph (e) of Rule 144 in the three-month period immediately following the termination of the effectiveness of the Re-Sale Registration Statement. Unless earlier terminated pursuant to the Holders copies provisions of any such supplement or amendment promptly after its being used or filed with the SECpreceding sentence, Parent’s obligations contained in this Section 6.01 shall terminate on the third anniversary of the Closing Date.

Required Registration. The Company shall (i) cause a Shelf Registration Statement Parent agrees to be filed file with the SEC Commission a shelf registration statement on Form S-1 for a public offering under the Act (xthe "Required Registration Statement") within thirty (30) days to cover public resales of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed Registrable Securities held by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but Investors in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish each case who satisfy certain conditions relating to the Company (i) providing of information in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto connection with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Required Registration Statement. The Shelf Required Registration Statement, in Statement shall be a so-called "shelf" registration under Rule 415 of the form in which it becomes effective, will conform in all material respects Act. The Parent shall file the Required Registration Statement with the requirements Commission as soon as reasonably practicable following the date hereof and shall be obligated to use its best efforts, including the filing of any amendments or supplements thereto, to have any such Required Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as soon as practicable after the filing date thereof. The failure to file the Required Registration Statement with 7 the Commission and to have the Required Registration Statement declared effective under the Act within certain time periods shall result in Penalty Warrants being issued by the Parent as provided in Section 4.5 hereof. The Parent shall also take such action as may be necessary to keep any such Required Registration Statement and accompanying prospectus effective and current under the Act at its expense for a period of 24 months after the effective date of the SEC thereunder Required Registration Statement. The Parent's obligation under this paragraph shall be limited to one registration statement and will not contain an untrue statement of a material fact or omit to state a material fact required to such amendments, supplements and other filings thereafter as may be stated therein or necessary to make keep such registration statement current thereafter as provided herein for a period of 24 months after the statements therein, in the light effective date of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the such registration form used by the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECstatement.

Required Registration. (a) The Company shall (i) cause prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Shelf Registration Statement covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of 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 filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on such appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise: (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: a. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (d) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); c. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce or eliminate Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Warrant Shares held by such Holders) d. Fourth, the Company shall reduce Registrable Securities represented by Inducement Shares (applied, in the case that some Inducement Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Inducement Shares held by such Holders); and e. Fifth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Conversion Shares held by such Holders); and In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the anticipated filing date. Prior to filing event the Shelf Company amends the Initial Registration Statement and any amendments thereto in accordance with the SECforegoing, or determines to file an additional Registration Statement, the Company shall provide drafts thereof will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Purchaser and its counselCompany or to registrants of securities in general, and one or more Registration Statements on such other form available to register for resale those Registrable Securities that were not registered for resale on the Purchaser and its counsel shall be given Initial Registration Statement, as amended, as a reasonable opportunity to review and comment upon such Shelf result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. The Shelf In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such additional Registration Statement continuously effective for as long as the Holders hold shall be subject to any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if additional cutbacks that may be required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECCommission on a pro rata basis.

Required Registration. (a) The Company shall (i) cause prepare and no later than the Filing Deadline, file with the Commission a Shelf Registration Statement covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 125% of the sum of the maximum number of shares of Common Stock issuable upon exercise of the Warrant at the initial conversion price thereof (the “Initial Required Registration Amount”). 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 with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly notify via facsimile or by e-mail each of the Holders thereof and use its reasonable best efforts to file amendments to the Company (i) in writingInitial Registration Statement as required by the Commission, all information covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e), with respect to filing on such Holder appropriate form; provided, however, that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECsuch amendment, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees obligated to use its commercially reasonable efforts to keep advocate with the Shelf Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement continuously effective as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for as long as the Holders hold any registration of all or a greater portion of Registrable Securities. The Company further agrees), if necessaryunless otherwise: (i) directed in writing by a Holder as to its Registrable Securities, to promptly supplement or amend the Shelf Registration Statement, if required (ii) directed by the rules, regulations or instructions applicable Commission as to the registration form used by limitations or restrictions that it would require, the Company for number of Registrable Securities to be registered on such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.will be reduced as follows:

Required Registration. The Following the expiration of the Standstill/Lock-up Period (unless earlier consented to in writing by the Company pursuant to the Warrant), the Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests in writing that the Company to make such filing or (y) on such other date as mutually agreed by the Company and a the Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a the Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its her counsel, and the Purchaser and its her counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The Company shall use its reasonable best efforts to accomplish the following: (ia) cause a Shelf Registration Statement to be filed prepare and file with the SEC "SEC" (xas such term is hereafter defined) within thirty (30) days of the date that a Holder requests the Company to make such filing registration statement on Form SB-2 or (y) on such other date as mutually agreed a successor small business form or another small business form selected by the Company that is available to the Company under the "SECURITIES Act" (as such term is hereafter defined) which conforms with applicable rules and regulations (a Holder"REQUIRED REGISTRATION STATEMENT") covering the "REGISTRABLE SECURITIES" (as such term is hereafter defined), to permit the offer and (ii) use commercially reasonable efforts re-sale from time to cause time of such Shelf Registration Statement to be declared effective Registrable Securities in accordance with the methods of distribution substantially in the form set forth on Schedule B hereto, by the SEC as promptly as possible but in any event no later date (the "REQUIRED FILING DATE") which is not more than sixty (60) days after the Shelf "CLOSING DATE" (as such term is defined in the Preferred Stock Purchase Agreement); and (b) cause either of the following (the "EFFECTIVENESS ACTIONS") to occur by a date which is not more than one hundred and twenty (120) days after the Closing Date (the "REQUIRED EFFECTIVENESS DATE"): (A) cause the SEC to declare the Required Registration Statement is filed pursuant to clause be effective or (iB) (cause the “Shelf Registration”). Each Holder agrees, severally but not jointly, SEC to furnish communicate to the Company (i) Company, orally or in writing, all information with respect to such Holder that the Required Registration Statement will not be reviewed or that the SEC has no further comments thereupon, whereupon the Company reasonably deems required or advisable shall cause the Required Registration Statement to be included in effective. The failure of the Shelf Company to file a Required Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing dateRequired Filing Date, or the failure to cause either of the Effectiveness Actions to occur prior to the Required Effectiveness Date, shall be deemed to be a "NON-REGISTRATION EVENT". Prior The Company and the Offering Purchasers agree that the Offering Purchasers will suffer damages if a Non-Registration Event occurs, and that it would not be feasible to filing ascertain the Shelf extent of such damages with precision. Accordingly, if a Non-Registration Statement and any amendments thereto with Event should occur, then for each thirty (30) day period during the SECpendency of such Non-Registration Event, the Company shall provide drafts thereof deliver to each Offering Purchaser, as liquidated damages, an amount equal to one percent (1.0%) of the aggregate purchase price paid by such Offering Purchaser for Series A Preferred Stock in the Offering (which is $0.88 multiplied by the number of shares so purchased, herein referred to as the "Purchase Price"). Each such payment is hereinafter referred to as a "NON-REGISTRATION EVENT PENALTY PAYMENT". Notwithstanding the foregoing, in no event shall the Company be obligated to pay more than one Non-Registration Event Penalty Payment to the same Offering Purchaser and in respect of a substantively concurrent failure to perform; i.e., if a Non-Registration Event Penalty Payment is accruing due to failure to file a Required Registration Statement prior to the Required Filing Date, a separate Non-Registration Event Penalty Payment shall not be due for a contemporaneous failure to cause an Effectiveness Action to occur prior to the Required Effectiveness Date. The Company, in its counselsole discretion, and shall pay the Purchaser and Non-Registration Event Penalty Payment in cash or in shares of its counsel Series A Preferred Stock (valued at the original Purchase Price of $0.88 per share), provided, that the Company may not elect to pay some Offering Purchasers in cash while it pays others in Series A Preferred Stock. The payment of the Non-Registration Event Penalty Payment shall be given the sole damages payable to an Offering Purchaser in connection with a reasonable opportunity to review and comment upon such Shelf Non-Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingEvent. The Company agrees to use its commercially reasonable efforts shall be required to keep the Shelf such Required Registration Statement continuously effective for a period of two years after the Required Registration Statement first becomes effective (the "EFFECTIVE PERIOD"); provided, however, that the Company shall be under no obligation to maintain the effectiveness of the Required Registration Statement after such time as long as all Registrable Securities registered under the Holders hold any Registrable SecuritiesRequired Registration Statement shall have been sold. The Company further agrees, if necessary, to promptly supplement or amend HG Shares and the Shelf CHL Shares (as such terms are defined below) shall not be included in the Required Registration Statement. Following the conversion of the Series A Preferred Stock by an Offering Purchaser, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish (i) notify the Company's transfer agent that the restrictions placed on the Offering Purchaser's certificates have been removed with respect to the Holders copies of any such supplement Securities and (ii) take all other commercially reasonable actions necessary or amendment promptly after its being used or filed required in connection with the SECremoval of such limitations, including causing the transfer agent to issue a new certificate or certificates representing such Securities not bearing such a legend, provided, based on opinion of counsel for the Company, such restrictions may be removed under applicable securities laws.

Required Registration. (a) The Company shall (i) cause a Shelf Registration Statement prepare, and, on or prior to be filed with the SEC (x) within thirty (3090) days of from the date that a Holder requests of Closing (as defined in the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (iSubscription Agreement) (the “Shelf RegistrationFiling Date”). Each Holder agrees, severally but not jointlyfile with the Commission a Registration Statement on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, to furnish subject to the Company (iconsent of the Purchasers, which consent will not be unreasonably withheld) in writing, all information with respect to such Holder that covering the Company reasonably deems required resale of the Registrable Securities issued or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished issuable pursuant to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesSecurities Purchase Agreement, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf which Registration Statement, in to the form in which it becomes effective, will conform in all material respects with the requirements of extent allowable under the Securities Act and the rules and regulations promulgated thereunder. (b) Notwithstanding the foregoing, the Company may include in each such Registration requested pursuant to this Section 2.1, the 1,305,000 shares of Common Stock offered for sale by the Company’s warrantholders in or about April 2007, which the Company is obligated to register. (c) The Company shall use its best efforts to obtain effectiveness of the SEC thereunder Registration Statement on or prior to one hundred and will not contain an untrue statement eighty (180) days the (“Effectiveness Date”) from the date of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, Closing (as defined in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts Subscription Agreement) and to keep the Shelf such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the "Effectiveness Period"). In the event that the Company is unable to register for as long resale all of the Registrable Securities on the Registration Statement due to limits imposed by the SEC, the Company will file a Registration Statement under the Securities Act with the SEC covering the resale by the Holders of such lesser amount of the Registrable Securities as the Holders hold Company is able to register and use its best efforts to have such Registration Statement become effective as promptly as possible and, when permitted to do so by the SEC, to file subsequent registration statement(s) under the Securities Act with the SEC covering the resale of any Registrable SecuritiesSecurities that were omitted from previous registration statement(s) and use its best efforts to have such registration declared effective as promptly as possible. (d) The Company agrees that the Purchasers will suffer damages if a Registration Statement is not filed on or prior to the Filing Date or any additional Filing Date, as applicable, and, in each case, not declared effective by the SEC on or prior to the applicable Effectiveness Date and maintained in the manner contemplated herein during the applicable Effectiveness Period or if certain other events occur. The Company and the Purchasers further agreesagree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if necessary(A) a Registration Statement is not filed on or prior to the Filing Date, any additional Filing Date, or (B) a Registration Statement is not declared effective by the SEC on or prior to promptly supplement the applicable Effectiveness Date, or amend (C) any Registration Statement is filed with and declared effective by the Shelf Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission (any such failure or breach being referred to as an “Event,” and for purposes of clauses (A) and (B) the date on which such Event occurs, or for purposes of clause (C) after more than fifteen (15) Business Days, being referred to as “Event Date”), the Company shall issue as liquidated damages to each Purchaser an additional 75,000 Warrants to purchase the Company’s Common Stock, at an exercise price of $0.15 per share, for each thirty (30) day period the Registration Statement is not declared effective after the Effectiveness Date, and shall ensure that the Common Stock underlying such warrants is also covered by the Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used . Liquidated damages payable by the Company for such Shelf Registration Statement or by pursuant to this Section shall be payable on the Securities Act or by any other rules and regulations thereunder for shelf registrations, and first (1st) Business Day of each thirty (30) day period following the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECEvent Date.

Required Registration. The Company shall use its reasonable best efforts to prepare and as promptly as possible after the date hereof, but in any event, not later than ninety (i90) cause days from the Closing Date (or, if such 90th day is not a Shelf Business Day, by the first Business Day thereafter) (the “Required Filing Date”) file a Registration Statement to be filed with the SEC (xthe “Required Registration Statement”) within thirty (30) days of and cause the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Required Registration Statement to be declared effective by under the SEC as promptly as possible but in any event no later than sixty (60) Securities Act within 150 days after the Shelf Registration Statement Closing Date (or, if such 150th day is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesnot a Business Day, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingfirst 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 150 days after the Closing Date (or, if such 150th 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 4.16, the Company shall pay each Designated Holder in cash an amount per month equal to one percent (1%) of the amount paid by such Designated Holder for the Registrable Securities pursuant to the Subscription Agreement, which amount shall be payable by the tenth 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 such Subscriber, such as specific performance). The amounts payable to each Designated Holder pursuant to this Section shall bear interest at a rate of the lesser of eighteen percent (18%) per annum, compounded annually, or the maximum rate then permitted by applicable law. Notwithstanding the foregoing, the maximum amount payable to a Designated Holder shall not exceed twelve percent (12%) of the amount paid by such Designated Holder under the Subscription Agreement. The Company shall use its commercially reasonable best efforts to keep the Shelf Required Registration Statement continuously effective for a period of one year after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i) hereof, or such shorter period as long as will terminate when all of the Holders hold any 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 to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Sections 2.6(e) or (i) to and including the date 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 further agreesmay include in any registration filed pursuant to this Section 2.1, if necessary, such additional securities as it may be obligated to promptly supplement or amend the Shelf Registration Statement, if required include pursuant to any contractual obligations entered into by the rulesCompany, regulations or instructions applicable and, subject to the registration form used by any restrictions contained elsewhere in this Agreement, such securities as the Company may elect to register for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.own account. XXX-XX XX REGISTRATION RIGHTS AGREEMENT

Required Registration. The If, during the Registration Rights Term (or prior to the Registration Rights Term in the event the filing of a Registration Statement will not occur or be required to occur until the Registration Rights Term has begun), the Company receives from any Holder or Holders holding a majority of the then-outstanding Registrable Securities a written request or requests (each, a “Demand Request”) that the Company file a Registration Statement under the Securities Act to effect the registration (a “Required Registration”) of Registrable Securities for resale, the Company shall use reasonable efforts to file a Registration Statement covering such Holders’ Registrable Securities for resale as soon as practicable (and by the applicable Filing Date) and shall use reasonable efforts to, as soon as practicable thereafter, effect the registration of the Registrable Securities to permit or facilitate the sale and distribution (including by way of an Underwritten Offering; a delayed or continuous offering or a shelf registration statement (a “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act; or other customary means reasonable requested by the applicable Holders) of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such Demand Request, subject however, to the conditions and limitations set forth herein; provided, however, that the Company shall not be obligated to effect any registration of Registrable Securities upon receipt of a Demand Request pursuant to this Section 2.1 if: (a) the Company has already completed two (2) Required Registrations; (b) a Registration Statement registering all Registrable Securities subject to such Demand Request is already effective or was previously declared effective and kept effective for the Required Period; (c) the Company furnishes to the Holders a certificate signed by an authorized officer of the Company stating that (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days of receipt of the Demand Request under this Section 2.1, the Company expects to file a registration statement for the public offering of securities for the account of the Company (other than a registration of securities (x) issuable pursuant to an employee stock option, stock purchase or similar plan, (y) issuable pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act or (z) in which the only securities being registered are securities issuable upon conversion of debt securities which are also being registered), provided, that the Company is actively employing good faith efforts to cause such registration statement to become effective, or (ii) the Company is engaged in a material transaction or has an undisclosed material corporate development, in either case, which would be required to be disclosed in the Registration Statement, and in the good faith judgment of the Company’s Chief Executive Officer, such disclosure would be materially detrimental to the Company and its stockholders at such time (in which case, the Company shall disclose the matter as promptly as practicable after such conditions no longer exist and thereafter file the Registration Statement, and each Holder agrees not to disclose any information about such material transaction to Third Parties until such disclosure has occurred or such information has entered the public domain other than through breach of any confidentiality obligation by such Holder); provided, however, that the Company shall have the right to defer the filing of the Registration Statement pursuant to this subsection for a period of more than ninety (90) days in the aggregate during any twelve-month period; (d) the Company has, within the twelve (12) month period preceding the date of the Demand Request, already effected one (1) Required Registration for any Holder pursuant to this Section 2.1; (e) the Company is prohibited from filing a Registration Statement because of contractual obligations owed to an underwriter participating in an offering of securities by the Company; provided, however, that the Company shall have the right to defer the filing of the Registration Statement pursuant to this subsection for no more than the lesser of ninety (90) days from the date of the Demand Request or the Business Day after the Shelf Registration Statement date such contractual prohibition lapses; or (f) at any time during the period between the Company’s receipt of the Demand Request and the completion of the Required Registration, any Holder is filed pursuant in breach of or has failed to clause cause its Affiliates to comply with the obligations and restrictions of Sections 3 or 4 of this Agreement, the Company has provided notice of such breach to a Holder and such breach or failure is ongoing and has not been remedied; it being understood that (i) (the “Shelf Registration”). Each Holder agreesa one-time, severally but inadvertent and de minimis breach of Section 4 shall not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable be deemed to be included in a breach of the Shelf Registration Statement obligations and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading restrictions under Section 4 for purposes of this Section 2.1(d) and (ii) completed an inadvertent and executed selling shareholder questionnairesde minimis breach of Section 3.1(a) hereof, powers or an inadvertent breach of attorney, indemnities and Section 3.1(g) hereof arising solely from informal discussions covering general corporate or other documents reasonably required by business matters the Company at least five (5) days prior purpose of which is not intended to the anticipated filing date. Prior effectuate or lead to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations actions referred to in paragraphs (a) through (f) of Section 3.1, shall not be deemed to be a breach of the SEC thereunder obligations and will not contain an untrue statement restrictions under Section 3.1 for purposes of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECthis Section 2.1(d).

Required Registration. The Company shall (i) At any time after the termination of the Merger Agreement, one or more Holders of Registrable Securities shall have the right to request in writing (a "Request") (which Request shall specify the Registrable Securities ------- intended to be disposed of by such Holders and the intended method of distribution thereof) that the Company register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, the Company will, by the fifth business day thereafter, give written notice of such Request to all Holders (a "Notice of --------- Request"), and, not later than the 20th calendar day after the receipt of such ------- Request by the Company, the Company will cause a Shelf Registration Statement to be filed with the SEC a Required Registration Statement covering the Registrable Securities which the Company has been so requested to register in such Request and all other Registrable Securities which the Company has been requested to register by Holders thereof (xother than the Holder(s) initiating the Request) by written request given to the Company within thirty (30) 6 business days after the giving of such Notice of Request, providing for the registration under the Securities Act of the date that a Holder requests Registrable Securities which the Company has been so requested to make register by all such filing Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or (y) on such other date as mutually agreed by the Company and a Holderfurther requests, and (ii) shall use commercially its reasonable best efforts to cause have such Shelf Required Registration Statement to be declared effective by the SEC as promptly soon as possible reasonably practicable thereafter (but in any no event no later than sixty (60) days the 90th calendar day after the Shelf Registration Statement is filed pursuant to clause (ireceipt of such a Request) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such Required Registration Statement continuously effective for as long a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Holders hold any Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities. The Company further agreesSecurities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to promptly supplement the Required Registration Statement or amend the Shelf related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Required Registration Statement or by the Securities Act Act, the Exchange Act, any state securities or by blue sky laws or any other rules and regulations thereunder thereunder. (ii) The Company shall not be required to effect, pursuant to this Section 2(a), (x) the initial Required Registration hereunder unless Parent, or Holders beneficially owning at least 500,000 shares of Common Stock, have initiated or joined in such Request, and (y) any subsequent Required Registration hereunder unless initiated or joined in by Parent, or Holders beneficially owning at least 250,000 shares of Common Stock. (iii) A Request may be withdrawn prior to the filing of the Required Registration Statement by Parent where Parent made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn ----------------- prior to the effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), ------------------------------- and, in either such event, such withdrawal shall not be treated as a Required Registration for purposes of Section 2(a)(v). (iv) Notwithstanding the foregoing, the Company may delay the filing of a Registration Statement required pursuant to this Section 2(a) or suspend sales under the shelf registrationsRegistration Statement if the Board of Directors of the Company, by a majority vote, determines that such filing would adversely affect any contemplated corporate event (including, without limitation, causing premature disclosure of corporate information) or if the Company in good faith intends to raise capital in the public or capital markets within 30 days; provided, however, that such delay shall not exceed 90 days (a "Blackout -------- Period"); provided further that after any initial Blackout Period the Company ------ may not invoke a subsequent Blackout Period until 12 months elapse from the end of any previous Blackout Period and the number of days in each Blackout Period shall be deemed to effect a day-for-day extension of the three-year period referred to in the first sentence of this Section 2(a) and the first sentence of Section 2(b), and the Company agrees three-year period referred to furnish in the proviso to the second sentence of Section 6(a); and provided further that no delay in filing a Registration Statement or suspension of sales under the shelf Registration Statement shall be permitted as a result of the Company's good faith intention to raise capital in the public or capital markets during the first six months following effectiveness of the shelf Registration Statement (such six month period to be extended for the number days during which the Company invokes any Blackout Period pursuant to the Board of Directors of the Company, by a majority vote, determining that such filing would adversely affect any contemplated corporate event (including, without limitation, causing premature disclosure of corporate information)). (v) The Holders copies shall be entitled to a total of 3 Required Registrations during the term of this Agreement. The Holders, in their sole discretion, may make one such Required Registration a Required Shelf Registration in accordance with Section 2(b). (vi) If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering; provided, however, that the Company shall be required to include in such Required Registration first, all Registrable Securities requested to be included in the Required Registration by the Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of shares of Common Stock beneficially owned at that time by all the Holders requesting to participate in the Required Registration or on such other basis as shall be agreed among the Holders, by agreement of the Majority Holders; and second, if all Registrable Securities requested to be included in the Required Registration by the Holders can be so included, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such supplement or amendment promptly after its being used or filed with Required Registration which are of the SECsame class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such Holders. (vii) The registration rights granted pursuant to the provisions of this Section 2(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Required Registration. (a) The Company shall will, (i) cause within ninety (90) days following the date of this Agreement, prepare and file with the Commission a Registration Statement on Form S-3 or, if not available, Form S-1, or any equivalent form for registration by issuers in accordance with the Securities Act, to permit the resale from time to time of the Registrable Securities under the Securities Act on a delayed or continuous basis pursuant to Rule 415 (the “Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a HolderStatement”), and (ii) use commercially reasonable best efforts to cause such the Shelf Registration Statement to be declared effective by (the SEC “Registration Effective Date”) as promptly soon as possible but reasonably practicable and in any event no later than sixty within one hundred eighty (60180) days after the date of this Agreement, and (iii) use reasonable best efforts to cause the Shelf Registration Statement is filed to remain effective until the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold to the public pursuant to clause (i) (such registration statement in accordance with the “intended methods of distribution thereof. The plan of distribution contemplated by the Shelf Registration”)Registration Statement shall permit resales of Registrable Securities in the manner or manners designated by the Investor, including offers and sales through underwriters or agents, offers and sales directly to investors, block trades and such other methods of offer and sale as the Investor shall request. Each Holder agrees, severally but The Company shall not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. (b) Subject to Section 2.2(c), if, following the Registration Effective Date, the Investor desires to sell Registrable Securities in an underwritten offering pursuant to the Shelf Registration Statement, it may request in writing that the Company file an amendment to the Shelf Registration Statement, stating the number of shares of Registrable Securities proposed to be sold and describing the plan of distribution, and the Company shall file such an amendment to the Shelf Registration Statement as soon as reasonably practicable and use reasonable best efforts to cause such amended Shelf Registration Statement to become effective as soon as reasonably practicable. (c) In any other information necessary underwritten offering pursuant to make this Section 2.2, the Investor shall have the right to select one managing underwriter, and such managing underwriter shall be the sole managing underwriter for any such information previously furnished to offering. The Company (together with the Company by Investor) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Holder not misleading and (ii) completed and executed selling shareholder underwriting, as well as all other documents customary in similar offerings, including questionnaires, custody agreements, powers of attorney, indemnities lockup agreements and other documents reasonably required by indemnification agreements, as applicable. (d) The parties acknowledge and agree that although the Company at least five (5) days prior is obligated to use its best efforts to effect the anticipated filing date. Prior to filing registration of the Shelf Registration Statement and any amendments thereto Registrable Securities in accordance with the SECterms hereof, the Company shall provide drafts thereof will not be liable to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, Investor for liquidated damages or penalties in the form in which it becomes effective, will conform in all material respects with event its best efforts are insufficient to accomplish the requirements intent of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECforegoing.

Required Registration. The (a) Subject to the receipt of all necessary information from the Investors, the Company shall use commercially reasonable efforts to prepare and file a registration statement on Form S-3 under the Securities Act covering the Registrable Securities (i) cause a Shelf the “Registration Statement to be filed with Statement”), on or before the SEC (x) within date that is thirty (30) days of after the date that a Holder requests Closing Date (the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder“Filing Date”), and (ii) shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared become effective by the SEC as promptly soon as possible but practicable after filing, and in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) December 31, 2003 (the “Shelf RegistrationEffectiveness Date”). Each Holder agrees; provided, severally but not jointlyhowever, to furnish to that if the Company (i) in writing, all information with respect to such Holder receives notification from the SEC that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with will receive no action or review from the SEC, then the Company shall provide drafts thereof will, subject to its rights under Section 2(d) below, cause the Registration Statement to become effective within five business days after such SEC notification. Notwithstanding the foregoing, if Form S-3 is not available, then the Company will file a Registration Statement on such form as is then available to effect a registration of the Registrable Securities, subject to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements consent of the Securities Act and the rules and regulations of the SEC thereunder and Holders, which consent will not contain an untrue statement of a material fact be unreasonably withheld or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. delayed. (b) The Company agrees to shall use its commercially reasonable efforts to keep maintain the Shelf effectiveness of the Registration Statement continuously effective for as long as under the Holders hold any Securities Act until the earliest of (i) the date that is two years after the Closing Date, and (ii) the date on which all of the Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable Securities have been sold pursuant to the registration form used by the Company for such Shelf Registration Statement or by no longer constitute Registrable Securities (the “Registration Period”). (c) Notwithstanding the foregoing, if the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons and the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with a registration hereunder would require disclosure of such activity, transaction, preparation or by any other rules negotiations and regulations thereunder for shelf registrationsthat such disclosure would be seriously detrimental to the Company, and the Company agrees to furnish shall have the right, by written notice to the Holders copies of Holders, (A) to withdraw a registration statement after filing and after such notice, but prior to the effectiveness thereof, or (B) suspend the effectiveness thereof for a period not to exceed 90 days; provided that such right may not be exercised more than once in any such supplement or amendment promptly after its being used or filed with the SECtwelve-month period.

Required Registration. The (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The number of Registrable Securities that the Company will include in the Initial Registration Statement shall cover the Initial Required Registration Amount, which is 125% of the sum of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days maximum number of shares of Common Stock issuable upon conversion of the date that a Holder requests Preferred Shares at the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, initial conversion price thereof and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants, and all subject to adjustment as provided in Section 2(c). 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 use its commercially reasonable efforts to cause such Shelf a Registration Statement filed under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counselapplicable Effectiveness Date, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such Registration Statement continuously effective for as long as under the Holders hold any Securities Act until the earlier of (i) the date that all Registrable SecuritiesSecurities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement (the “Effectiveness Period”). The Company further agreesshall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, if necessarywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, to promptly supplement or amend by 9:30 a.m. Eastern Time on the Shelf Trading Day after the effective date of such Registration Statement, if file a final Prospectus with the Commission as required by the rules, regulations or instructions applicable to Rule 424. (b) Notwithstanding the registration form used by obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsresale as a secondary offering on a single registration statement, and the Company agrees to furnish promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the case that only some such Registrable Securities may be registered, to the Holders copies on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and d. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such supplement additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or amendment promptly after prior to its being used Filing Date, or filed (ii) the Company fails to file with the SECCommission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than thirty (30) consecutive calendar days or more than an aggregate of sixty (60) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such thirty (30) or sixty (60) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of (1) the product of (A) 1.0% multiplied by (B) the quotient of (I) the number of such Holder’s Registrable Securities that are not then covered by a Registration Statement that is then effective and available for use by such Holder divided by (II) the total number of such Holder’s Registrable Securities multiplied by (2) the aggregate purchase price paid for such Holder’s Registrable Securities pursuant to the Purchase Agreement; provided, however, that, in the event that none of such Holder’s Registrable Securities are then covered by a Registration Statement that is effective and available for use by such Holder, the quotient of (I) divided by (II) in this clause (1)(B)(X) herein shall be deemed to equal 1. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 6% of the aggregate amount paid by such Holder pursuant to the Purchase Agreement with respect to any Registrable Securities related to the Preferred Shares and the Warrants. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Furthermore, if an Event occurs (or is continuing) on a date more than six months after the Holder acquired the Registrable Securities (and thus the six month holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of the Holder’s Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Further, amounts payable as liquidated damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company of any information regarding such Holder for inclusion in the Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that no liquidated damages shall accrue or be due in the event that the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable for up to the (i) 30 consecutive day period or (ii) 45 days in total during any twelve month period, as provided for above (such 30 consecutive and 45 total day periods may be referred to herein as an “Allowed Delay”). (e) No liquidated damages shall accrue as to any Registrable Securities that are subject to a cut-back pursuant to Section 2(c) (“Cut Back Shares”) until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any restrictions required by the Commission. From and after the date that such restrictions are terminated, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that the Filing Date and Effectiveness Date for the Registration Statement including such Cut Back Shares shall be based on the termination date of such restrictions. (f) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be required to maintain the effectiveness of the Registration Statement then in effect until the earlier of (A) such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission or (B) the expiration of the Effectiveness Period.

Required Registration. The Company (a) As promptly as reasonably practicable (but not later than 30 days) following the Effective Time, PerkinElmer shall (i) cause a Shelf Registration Statement to be filed file with the SEC a "shelf" registration statement on Form S-3 (xor such successor or other appropriate form) within thirty (30) days covering the resale to the public by the Stockholder of the date that a Holder requests Merger Shares pursuant to Rule 415 under the Company to make such filing or Securities Act (y) on such other date as mutually agreed by the Company and a Holder, and (ii) "STOCKHOLDER REGISTRATION STATEMENT"). PerkinElmer shall use commercially its reasonable best efforts to cause such Shelf the Stockholder Registration Statement to be declared effective by the SEC as promptly soon as possible but in any event no later than sixty (60) days after practicable. PerkinElmer shall cause the Shelf Stockholder Registration Statement is filed pursuant to clause remain effective until the earlier to occur of: (i) the date on which all of the Merger Shares covered by the Stockholder Registration Statement have been sold pursuant thereto and (ii) the “Shelf Registration”). Each Holder agreesdate on which PerkinElmer's obligations under this Section 3 shall terminate in accordance with the provisions of Section 3.6 hereof. (b) PerkinElmer will use its reasonable best efforts to qualify all Merger Shares under any applicable state securities laws; PROVIDED, severally but HOWEVER, that PerkinElmer shall not jointlybe required to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (c) From time to time, to furnish PerkinElmer will amend or supplement the Stockholder Registration Statement and any prospectus contained therein to the Company extent necessary to comply with the Securities Act and any applicable state securities laws. PerkinElmer will also promptly provide the Stockholder with as many copies of the prospectus contained in the Stockholder Registration Statement as the Stockholder may reasonably request. (d) PerkinElmer shall be entitled to: (i) postpone the filing or effectiveness of the Stockholder Registration Statement or (ii) if effective, elect that the Stockholder Registration Statement not be usable and require the Stockholder to suspend sales or purchases pursuant to any prospectus contained therein, for a reasonable period of time, but not in writingexcess of 90 days in the aggregate as to all postponements and suspensions pursuant to clauses (i) and (ii) above in any 12-month period if PerkinElmer determines in good faith (after consultation with outside counsel) that the registration and distribution of the Merger Shares (or the use of the Stockholder Registration Statement or any related prospectus) would interfere with any pending material acquisition, material corporate reorganization or other material corporate development involving PerkinElmer, including by requiring premature disclosure thereof; provided that, in the event of such postponement or suspension, PerkinElmer shall use commercially reasonable best efforts to take any and all information actions necessary or desirable to, immediately thereafter, give full effect to the Stockholder's rights under this Section 3. PerkinElmer shall promptly give the Stockholder written notice of such determination and an approximation of the anticipated delay. (e) If the Stockholder desires to effect the sale and distribution of some or all of the Merger Shares covered by the Stockholder Registration Statement by means of an underwriting, it shall so advise PerkinElmer, and PerkinElmer and the Stockholder shall enter into an underwriting agreement in customary form (including customary indemnification and contribution provisions on the part of PerkinElmer) for such purpose and shall otherwise cooperate reasonably with respect to such Holder that underwriting. The underwriter(s) shall be selected by the Company Stockholder and shall be reasonably deems required or advisable acceptable to PerkinElmer. The Stockholder will enter into a power of attorney and custody agreement (naming officers of PerkinElmer as attorneys-in-fact and PerkinElmer as custodian) in customary form with respect to the Merger Shares to be included sold and distributed in such underwriting. Notwithstanding the Shelf foregoing, PerkinElmer shall not be required to enter into more than two underwriting agreements in connection with the Stockholder Registration Statement and not more than one underwriting agreement in any other information necessary 12-month period, provided that PerkinElmer's obligation to make any such information previously furnished enter into a second underwriting agreement shall be further subject to the Company by condition that such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers second underwriting agreement covers the sale of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements two percent or more of the Securities Act and the rules and regulations number of the SEC thereunder and will not contain an untrue statement shares of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECPerkinElmer Common Stock then outstanding.

Required Registration. (a) 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 covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 125% of the sum of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days maximum number of shares of Common Stock issuable upon conversion of the date that a Holder requests Series A Preferred Stock at the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, initial conversion price thereof and (ii) use commercially reasonable efforts to cause such Shelf 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 by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: a. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); and c. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and d. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the anticipated filing date. Prior Company fails to filing file with the Shelf Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall provide drafts thereof pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of (1) 2.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and its counselavailable for use by such Holder (the “Liquidated Damages”). The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, and amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser and its counsel no longer holds such shares of Registrable Securities. No Event shall be given deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a reasonable opportunity Holder to review and comment upon timely advise the Company of any information regarding such Shelf Registration Statement. The Shelf Holder for inclusion in the Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve month period (such periods, an “Allowed Delay”) during which the form Prospectus included in which it becomes effective, will conform in all material respects with any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable. (e) If Form S-3 is not available for the requirements registration of the resale of Registrable Securities Act and hereunder, the rules and regulations Company shall (i) register the resale of the SEC thereunder Registrable Securities on another appropriate form and will not contain an untrue statement of a material fact or omit (ii) undertake to state a material fact register the Registrable Securities on Form S-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be required to be stated therein or necessary to make maintain the statements therein, in the light effectiveness of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously then in effect until the earlier of (A) such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations Commission or instructions applicable to (B) the registration form used by expiration of the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECEffectiveness Period.

Required Registration. The (a) Subject to Section 6.1(b), the Company shall (i) cause a Shelf Registration Statement no later than 60 days after the Closing Date, subject to be filed receipt of necessary information from the Purchasers, prepare and file with the SEC (x) within thirty (30) days a registration statement covering the resale of all of the date that a Holder requests Registrable Securities (the “Registration Statement”). The Registration Statement required hereunder shall be on Form S-1. Subject to the terms of this Agreement, the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) shall use its commercially reasonable efforts to cause such Shelf the Registration Statement to be declared effective by under the SEC Securities Act as promptly as possible but in any event no later than sixty (60) days after the Shelf filing thereof. (b) Notwithstanding anything herein to the contrary, in the event that the Company, in its sole discretion, decides to limit the amount of shares of Common Stock that may be included in the Registration Statement is filed pursuant (such number of shares of Common Stock which the Company decides to clause (i) (include in the Registration Statement, the “Shelf RegistrationAllowable Maximum”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable number of Registrable Securities sought to be included in the Shelf Registration Statement shall be cutback and removed from the Registration Statement until the aggregate number of such Registrable Securities to be included in the Registration Statement equals the Allowable Maximum. Such cutbacks will be in the following order: (i) first there shall be excluded any securities of the Company included or to be included in the Registration Statement, whether pursuant to piggyback or demand registration rights or otherwise requested to be included, other information necessary than the Registrable Securities, the shares of Common Stock to make any such information previously furnished be issued to the Company by such Holder not misleading Placement Agents (the “Placement Agents Shares”), and the shares of Common Stock underlying the warrant(s) to be issued to the Placement Agents (the “Placement Agents Warrant Shares”); next (ii) completed the Placement Agents Warrant Shares shall be excluded; next (iii) the Placement Agents Shares shall be excluded; next (iv) the Warrant Shares shall be excluded; and executed selling shareholder questionnairesnext (v) the Shares shall be excluded, powers until the Allowable Maximum is not exceeded. Except as specified in the preceding sentence, any required cutbacks within each of attorney, indemnities Sections 6.1(b)(iv) and other documents reasonably required by the Company at least five (56.1(b)(v) days prior shall be applied to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto such Holders pro rata in accordance with the SECnumber of Warrant Shares or Shares, the Company shall provide drafts thereof respectively, then-held by such Holders and sought to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon included in such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC on the earliest of (x) February 14, 2023, (y) within thirty (30) days of the date that a Holder requests the Company to make such filing or and (yz) on such other date as mutually agreed by the Company and a the Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The At any time and from time to time after --------------------- the execution of the Purchase Agreement, Purchaser shall have the right to request in writing (a "Request") (which request shall specify the Registrable Securities intended to be disposed of by such Purchaser and the intended method of distribution thereof) that the Company shall register Purchaser's Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, the Company shall, as soon as practicable (ibut no later than 120 days, which period may be extended by a written extension signed by one or more Purchasers holding a majority of the Registrable Securities) after the receipt of such a Request by the Company, cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of a Required Registration Statement covering the date Registrable Securities that a Holder requests the Company has been so requested to make register in such filing or (y) on such other date as mutually agreed by the Company and a HolderRequest, and (ii) shall use commercially reasonable its best efforts to cause have such Shelf Required Registration Statement to be declared effective by the SEC as promptly soon as possible but in any event no later than practicable thereafter. The Company shall keep such Required Registration Statement effective for a period of at least three hundred sixty (60360) days after (and, within such period, continuously effective for a period of at least one hundred eighty (180) days) following the Shelf date on which such Required Registration Statement is filed pursuant to clause declared effective (i) (or such shorter period that will terminate when all of the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to Registrable Securities covered by such Holder that the Company reasonably deems required or advisable to be included in the Shelf Required Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaireshave been sold pursuant thereto), powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agreesincluding, if necessary, by filing with the SEC a post-effective amendment or a supplement to promptly supplement the Required Registration Statement or amend the Shelf related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Required Registration Statement or by the Securities Act Act, the Exchange Act, any state securities or by blue sky laws, or any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthereunder.

Required Registration. The Company shall shall: (i) as soon as practicable, but no later than 30 days after the date of original issuance of the Note Shares pursuant to the conversion of the Tranche A Note (the "SHELF FILING DEADLINE"), cause a Shelf Registration Statement to be filed with the SEC Commission a registration statement on Form S-1 (xor, to the extent available to the Company, Form S-3) within thirty pursuant to Rule 415 promulgated under the Securities Act (30) days the "SHELF REGISTRATION STATEMENT"), which Shelf Registration Statement shall provide for the offer and sale of the date all Registrable Securities held by Holders that a Holder requests have provided to the Company the information required pursuant to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and terms of Section 2.6 hereof; (ii) use commercially its reasonable efforts to cause such the Shelf Registration Statement to be declared effective by the SEC Commission as promptly as possible practicable, but in any event no not later than sixty (60) 120 days after the date of original issuance of the Note Shares pursuant to the conversion of the Tranche A Note (the "EFFECTIVENESS TARGET DATE"); and (iii) upon and after the declaration of the effectiveness of the Shelf Registration Statement is filed pursuant by the Commission, use its reasonable efforts to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in keep the Shelf Registration Statement continuously effective, supplemented and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably amended as required by the Company at least five provisions of Section 2.5 hereof (5) days prior subject to the anticipated filing date. Prior right of the Company to filing suspend the use of the Shelf Registration Statement and any amendments thereto by delivery of a Suspension Notice in accordance with the SEC, the Company shall provide drafts thereof Section 2.5 hereof) to the Purchaser and its counselextent necessary to ensure that (A) it is available for resales of Registrable Securities by the Holders, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder and will not contain an untrue statement as announced from time to time, for a period (the "EFFECTIVENESS PERIOD") ending on the earliest of: (1) the date when the Holders of a material fact or omit Registrable Securities are able to state a material fact required sell all such Registrable Securities immediately without restriction pursuant to be stated therein or necessary to make the statements therein, in volume limitation provisions of Rule 144 under the light Securities Act; and (2) the date when all of the circumstances Registrable Securities of the Holders have been registered under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend and have been disposed of in accordance with 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The Company shall shall: (i) cause subject to receipt of necessary information from the Subscribers, including a Shelf Registration Statement to be filed registration statement questionnaire, file with the SEC (x) Commission, within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed Closing Date, a “shelf” registration statement for the resale of all of the Registrable Securities (as defined below) on a continuous basis pursuant to clause Rule 415 under the 1933 Act. The registration statement shall be on Form S-3 (ior if such form is not available to the Company on another form appropriate for such registration in accordance herewith); (ii) use its reasonable best efforts, subject to receipt of necessary information from the Subscribers, including a registration statement questionnaire, to cause the registration statement to become effective within one hundred twenty (120) days of the Closing Date; (iii) use its reasonable best efforts to prepare and file with the Commission such amendments and supplements to the registration statement and the prospectus used in connection therewith and take all such other actions as may be necessary to keep the registration statement current and effective, subject to any Blackout Period (as defined below), for a period (the “Shelf RegistrationRegistration Period”) ending, with respect to the Registrable Securities, on the earliest of (x) the date on which all Registrable Securities then held by the Subscriber may be sold or transferred in compliance with Rule 144 under the 1933 Act (“Rule 144”). Each Holder agrees, severally but (y) the date on which all Registrable Securities then held by the Subscriber may be sold or transferred by a Person who is not jointlyan affiliate of the Company pursuant to Rule 144 of the 1933 Act (or any other similar provisions then in force) without any volume or manner of sale restrictions thereunder, or (z) such time as all Registrable Securities held by the Subscriber have been sold (1) pursuant to a registration statement, (2) to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (3) in a transaction exempt from the registration and prospectus delivery requirements of the 1933 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; (iv) promptly furnish to the Company (i) in writing, all information Subscriber with respect to the Registrable Securities registered under the registration statement such Holder reasonable number of copies of the registration statement and prospectus, including any supplements to or amendments of the prospectus or registration statement, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Subscriber; (v) promptly take such action as may be necessary to qualify, or obtain, an exemption for the Registrable Securities under such of the state securities laws of United States jurisdictions as shall be necessary to qualify, or obtain an exemption for, the sale of the Registrable Securities in states specified in writing by the Subscriber; provided, however, that the Company reasonably deems shall not be required to qualify to do business or advisable consent to be included service of process in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form jurisdiction in which it becomes effectiveis not now so qualified or has not so consented; and (vi) advise the Subscriber, will conform within two (2) business days by e-mail, fax or other type of communication, and, if requested by the Subscriber, confirm such advice in all material respects with the requirements writing: (x) after it receives notice or obtains knowledge of the Securities Act and issuance of any stop order by the rules and regulations Commission delaying or suspending the effectiveness of the SEC thereunder and will not contain an untrue registration statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances initiation or threat of any proceeding for that purpose, or any other order issued by any state securities commission or other regulatory authority suspending the qualification or exemption from qualification of such Registrable Securities under which they were made, not misleading. The Company agrees to state securities or “blue sky” laws; and it will promptly use its commercially reasonable best efforts to keep prevent the Shelf Registration Statement continuously effective for as long as issuance of any stop order or other order or to obtain its withdrawal at the Holders hold earliest possible moment if such stop order or other order should be issued and (y) when the prospectus or any Registrable Securities. The Company further agreessupplements to or amendments of the prospectus have been filed, if necessaryand, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable with respect to the registration form used by statement or any post-effective amendment thereto, when the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECsame has become effective.

Required Registration. (a) The Company shall use its reasonable best efforts to prepare and as promptly as possible after the date hereof, but in any event, not later than forty five (i45) cause days from the Closing Date (or, if such 45th day is not a Shelf Business Day, by the first Business Day thereafter) (the “Required Filing Date”) file a Registration Statement with respect to be filed the Registrable Securities with the SEC (xthe “Required Registration Statement”) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) shall use commercially its reasonable best efforts to cause such Shelf the Required Registration Statement to be declared effective by under the SEC as promptly as possible but in any event no later than sixty (60) Securities Act within 150 days after the Shelf Closing Date (or, if such 150th day is not a Business Day, by the first Business Day thereafter). If the Required Registration Statement is not filed pursuant with the SEC by the Required Filing Date, other than due to clause (i) (the “Shelf Registration”). Each failure by a Designated Holder agrees, severally but not jointly, to furnish to information or consents required (as provided in Section 2.7 hereof or as reasonably determined necessary by the Company (iafter consultation with counsel) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf such Required Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECStatement, the Company shall provide drafts thereof pay each Designated Holder in cash an amount per month equal to one and one-half percent (1.5%) of the amount paid by such Designated Holder for the Registrable Securities pursuant to the Purchaser and its counselPurchase Agreement, and the Purchaser and its counsel which amount shall be given a reasonable opportunity 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 review and comment upon such Shelf Registration StatementHolder, such as specific performance). The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements amounts payable to each Designated Holder pursuant to this Section shall bear interest at a rate of the Securities Act and lesser of twelve percent (12%) per annum, compounded annually, or the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. maximum rate then permitted by applicable law. (b) The Company agrees to shall use its commercially reasonable best efforts to keep the Shelf Required Registration Statement continuously effective for a period of three years after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i) hereof, or such shorter period as long as will terminate when all of the Holders hold any 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) hereof, the additional time period mentioned in this Section 2.1 during which the Required Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Sections 2.6(e) or 2.6(i) to and including the date 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). (c) The Company further agreesmay include in any registration filed pursuant to this Section 2.1, if necessary, such additional securities as it may be obligated to promptly supplement or amend the Shelf Registration Statement, if required include pursuant to any contractual obligations entered into by the rulesCompany, regulations or instructions applicable and, subject to the registration form used by any restrictions contained elsewhere in this Agreement, such securities as the Company may elect to register for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECown account.

Required Registration. (a) The Company shall prepare and file, as soon as is reasonably practicable, but in no event later than the thirtieth (30th) day following the date hereof (the “Filing Date”), a Registration Statement under the Securities Act covering the resale of the Registrable Securities and shall use its best efforts to cause the Registration Statement to become effective as expeditiously as possible, but in no event later than the earlier of (i) cause a Shelf the one hundred twentieth (120th) day following the date hereof or (ii) the third day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to be further review and comments (the “Effectiveness Date”), and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is six (6) years following the date hereof (the “Effectiveness Period”). (b) If: (i) the Registration Statement is not filed with the SEC Commission on or prior to the Filing Date (xif the Company files the Registration Statement with the Commission without affording the Holder the opportunity to review and comment on the same as required by Section 5(a), the Company shall be deemed not to have filed the Registration Statement with the Commission on or prior to the Filing Date), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within thirty two (302) days of the date that a Holder requests the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or not subject to make further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by the Effectiveness Date, or (iv) after the date that the Registration Statement is initially declared effective by the Commission (the “Effective Date”), the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities, or the Holder is not permitted to utilize the Prospectus therein to resell such filing Registrable Securities, (any such failure or breach being referred to as an “Event,” and for purposes of clause (i), (iii) or (iv), the date on which such Event occurs, or for purposes of clause (ii) the date on which such two (2) day period is exceeded, being referred to as “Event Date”), then for an Event: (x) on each such Event Date, the Company shall pay to the Holder an amount in cash, as liquidated damages and not as a penalty, equal to one and one-half percent (1.5%) of the initial Aggregate Principal Amount; and (y) on each monthly anniversary of each such other date as mutually agreed Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Holder an amount in cash, as liquidated damages and not as a Holderpenalty, equal to one and one-half percent (ii1.5%) use commercially reasonable efforts of the initial Aggregate Principal Amount. Notwithstanding the foregoing, no damages shall be payable with respect to cause an Event if liquidated damages are payable hereunder with respect to another Event at such Shelf Registration Statement time. If the Company fails to be declared effective by the SEC as promptly as possible but pay any liquidated damages pursuant to this Section in any event no later than sixty full within fifteen (6015) days after the Shelf Registration Statement date payable, the Company will pay interest thereon at a rate of sixteen percent (16%) per annum (or such lesser maximum amount that is filed pursuant permitted to clause (ibe paid by applicable law) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (c) [intentionally omitted] (d) The Company (i) in writingrepresents and warrants that it is not a party to, all information or otherwise subject to, any agreement, other than this Agreement, granting registration rights to any other Person with respect to such Holder that any securities of the Company reasonably deems required or advisable to be included and agrees that it will not include any securities of the Company, other than the Registrable Securities, in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to Statement. Notwithstanding the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECforegoing, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, may include in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agreesup to 50,000 shares of Common Stock on behalf of Xxxxxx & Xxxxxx, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECLLP.

Required Registration. The (a) Company shall (i) use its reasonable best efforts to cause a Shelf Registration Statement to be filed with and declared effective by the SEC Commission as soon as practicable following the earlier of (xi) within thirty (30) days of the date that a Holder requests such time as the Company is eligible to make such filing or (y) register its securities on such other date as mutually agreed by the Company and a Holder, Form S-3 and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty thirteen (6013) days months after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”)Closing Date. Each Holder agrees, severally but not jointly, as to which any Shelf Registration is being effected agrees to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Holder holds Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 SECCommission. In addition, after the Commission has declared a Shelf Registration Statement effective, so long as such Shelf Registration Statement is effective and until such time as the Shelf Registration Statement is a registration statement on Form S-3 (or any successor thereto), (A) the Company shall promptly file with the Commission any amendment or supplement to the Shelf Registration Statement as required by the Securities Act and Exchange Act and the policies, rules and regulations of the Commission, as announced from time to time, in order to keep the Shelf Registration Statement effective after each filing by the Company with the Commission pursuant to the Exchange Act, and (B) no Holder may sell any Common Stock pursuant to the Shelf Registration Statement until the Commission has declared effective the Shelf Registration Statement, as amended. (b) At any time following the Closing Date when the Shelf Registration Statement covering all Registrable Securities is not effective and after receipt of a written request from the Holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at least 10% of the Registrable Securities outstanding as of the Closing Date (a “Demand Registration”), and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within 10 Business Days from the date of such Holder’s receipt of the aforementioned Company’s notice) to have Registrable Securities included in such Demand Registration thereof pursuant to this Section 2(b). Thereupon Company shall, as expeditiously as is possible, use its reasonable best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that Company shall not be required to effect more than two (2) registrations of any Registrable Securities pursuant to this Section 2, unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable short form) under the Securities Act, in which event there shall be no limit on the number of such registrations pursuant to this Section 2. (c) A registration will not count as a Demand Registration until it has become effective (unless the requesting Holders withdraw all their Registrable Securities and Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration unless the requesting Holders pay all registration expense in connection with such withdrawn registration); provided, however, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court or is withdrawn because of any development affecting Company, such registration will be deemed not to have been effected and will not count as a Demand Registration. (d) If the managing underwriter of a Demand Registration shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the Demand Registration would materially and adversely affect the distribution of such Registrable Securities, then all selling Holders shall reduce the amount of Registrable Securities each intended to distribute through such offering on a pro-rata basis.

Required Registration. On or prior to the 45th day following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the Securities and Exchange Commission a Registration Statement (as hereinafter defined) covering the resale of all of the Registrable Securities (as hereinafter defined) for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use its commercially reasonable efforts to cause such Shelf a Registration Statement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after prior to the Shelf Registration Statement is filed pursuant to clause (i) 120th day following the Closing Date (the “Shelf RegistrationEffectiveness Deadline”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such Registration Statement continuously effective under the 1933 Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 under the 1933 Act, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as long as determined by the Holders hold any Registrable Securitiescounsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Buyer. The Company further agreesshall immediately notify the Buyer via facsimile or by e-mail of the effectiveness of the Registration Statement on the same trading day that the Company telephonically confirms effectiveness with the Commission, if necessarywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, to promptly supplement or amend by 9:30 a.m. New York City time on the Shelf trading day after the effective date of such Registration Statement, if file a final prospectus with the Securities and Exchange Commission as required by Rule 424 under the rules1933 Act. For purposes of Section 8 of this Agreement, regulations or instructions applicable (x) “Registration Statement” means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, including (in each case) the prospectus, amendments and supplements to such registration form used by the Company for such Shelf Registration Statement statement or by the Securities Act or by any other rules prospectus, including pre- and regulations thereunder for shelf registrationspost-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement and (y) “Registrable Securities” means (1) all of the Company agrees to furnish Conversion Shares, (2) all of the Warrant Shares, (3) any additional shares issuable in connection with any anti-dilution provisions associated with the Note and Warrant, and (4) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECforegoing.

Required Registration. (a) The Company shall (i) cause prepare as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Shelf Registration Statement covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale (a) at least the number of shares of Common Stock equal to 125% of the sum of the maximum number of shares of Common Stock issuable upon exercise of Warrants and conversion of the Notes at the initial exercise or conversion price thereof (the “Initial Required Registration Amount”). The Registration Statement filed hereunder shall be on Form S-1 in connection with respect to a Liquidity Event. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on such appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise: (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: a. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (b) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); c. Fourth, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce Registrable Securities represented by Underlying Securities (applied, in the case that some Underlying Securities may be registered, to the Holders on a pro- rata basis based on the total number of unregistered Underlying Securities held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Hxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the anticipated filing date. Prior Company fails to filing file with the Shelf Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall provide drafts thereof pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of: (1) 2.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and available for use by such Holder (the “Liquidated Damages”). The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no liquidated damages shall be payable due to any Holder’s actions that delay or prevent the Company from performing its counselobligations under this Agreement. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, and amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser and its counsel no longer holds such shares of Registrable Securities. No Event shall be given deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a reasonable opportunity Holder to review and comment upon timely advise the Company of any information regarding such Shelf Registration Statement. The Shelf Holder for inclusion in the Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve-month period (such periods, an “Allowed Delay”) during which the form Prospectus included in which it becomes effectiveany Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable. (e) In connection with any Liquidity Event, each Holder will conform negotiate in all material respects good faith with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact underwriter(s) managing such offering with respect to lock-up, holdback or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required similar agreements requested by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECunderwriter(s).

Required Registration. The Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company will use its best efforts to file the Registration Statement within 30 (ithirty) days following the Filing Date, but in any event within sixty (60) days following the Filing Date. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause a Shelf the Registration Statement to be filed with declared effective under the SEC Securities Act within ninety (90) days following the Filing Date, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) within thirty (30) days of the date that a Holder requests the Company to make when all Registrable Securities covered by such filing Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such other date as mutually agreed effect (the "Effectiveness Period"). Within five (5) calendar days after receipt by the Company of a no review letter from the Commission, the Company will take all appropriate measures necessary to cause the Registration Statement to be declared effective immediately. If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and a Holderthe Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Conversion Shares and the Warrant Shares based upon the computation on the Closing Date, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and (ii) the Company shall use commercially reasonable its best efforts to cause such Shelf additional Registration Statement to be declared effective by the SEC Commission as promptly soon as possible possible, but in any no event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECfiling.

Required Registration. The (a) At any time, but no more than once, after December 31, 1998, the Holders of a majority of the then outstanding principal amount at maturity of Registrable Securities may serve a written Registration Notice on the Company requesting that the Company effect the registration under the Securities Act of all or any portion of such Holders' Registrable Securities. Upon the receipt of such Registration Notice, and subject to the Company's right to redeem the Registrable Securities pursuant to Section 3.7 of the Indenture, the Company shall (i) carefully prepare and, within one hundred and twenty (120) days following the receipt of the Registration Notice, file with the SEC a Registration Statement covering all the Registrable Securities that would allow a public sale of such Securities in accordance with the intended method of disposition specified in such Registration Notice, and shall (ii) use Commercially Reasonable Efforts to cause a Shelf such Registration Statement to be filed become effective within one hundred and eighty (180) days following the date on which the Registration Notice was received by the Company, all in accordance with the SEC provisions of this Agreement. If such method of disposition shall be an Underwritten Registration or an Underwritten Offering, the Holders of a majority of the then outstanding Registrable Securities included in such offering may designate the managing underwriter of such offering provided, that such election shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 1 shall be deemed satisfied only when a Registration Statement covering all Registrable Securities that have been requested to be registered pursuant to this Section 1 for sale in accordance with the method of disposition specified by the requesting Holders shall have become effective. The Company shall not permit any securities, other than (x) within the Registrable Securities, and (y) securities of the Company held by any other person which may be entitled to include such securities in such registration pursuant to an agreement with the Company entered into in connection with any material financing, acquisition, corporate reorganization or merger or other corporate transaction involving the Company or any of its subsidiaries if the inclusion of such securities was approved prior to the execution of such agreement by the Holders of at least 66 2/3% in principal amount of the Registrable Securities. (b) If the Board or Directors of the Company, in its good faith judgment and by action approved by at least four of the five members thereof, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with, or cause the Company against its best interest to disclose, any material financing, acquisition, corporate reorganization or merger or other corporate transaction involving the Company or any of its subsidiaries (a "Valid Business Reason"), the Company may (no more than twice during any twelve (12) month period and for a period not to exceed thirty (30) days of on any one occasion, and not in any event to exceed forty-five (45) days in the date that aggregate in any such period) (x) postpone filing a Holder requests the Company Registration Statement relating to make a Registration Notice until such filing Valid Business Reason no longer exists, or (y) on such other date as mutually agreed by the Company and in case a HolderRegistration Statement has been filed relating to a Registration Notice, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be withdrawn and its effectiveness terminated, suspend use of any such Registration Statement or postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; and the Company shall give written notice of its determination to postpone, suspend or withdraw a Registration Statement and of the fact that the Valid Business Reason for such suspension, postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof (any period of time during which a Valid Business Reason continues to cause such a postponement, withdrawal or suspension, a "Valid Business Reason Suspension Period"). Each Holder agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any Registration Statement due to a Valid Business Reason such Holder will discontinue its disposition of Registrable Securities pursuant to such Registration Statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. (c) The Company shall not be required to prepare, file or cause to be effective or maintain the effectiveness of any Registration Statement, and the Company may postpone filing a Registration Statement relating to a Registration Notice and, in case a Registration Statement has been filed relating to a Registration Notice, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated, suspend use of any such Registration Statement or postpone amending or supplementing such Registration Statement during any period (not to exceed thirty (30) days in the aggregate) if each of the Company and the Requisite Holders of the Registrable Securities covered by such Registration Statement consents in writing to such postponement, withdrawal or suspension for such period (any period of time during such postponement, withdrawal or suspension continues, a "Consented Suspension Period," with Valid Business Reason Suspension Period and Consented Suspension Period collectively referred to herein as a "Suspension Period"). (d) Whenever the Company shall have received a Registration Notice pursuant to Section 1(a), the Company shall promptly give written notice of such requested registration to any other Holders from whom such Registration Notice has not been received, and will allow each such Holder the opportunity to participate in such registration. Each such Holder may, within ten (10) days after receipt of such notice, request in writing that all of such Holder's Registrable Securities, or any portion thereof designated by such Holder, be included in the offering. (e) Once a Registration Statement is effective pursuant to Section 1(a) hereof, the Company shall use Commercially Reasonable Efforts to cause such Registration Statement to remain continuously effective (i) in the case of a Registration Statement other than a Shelf Registration Statement, until earlier of (x) the six (6) month anniversary of the date such Registration Statement is declared effective by the SEC as promptly as possible but (such time period to be extended by the number of days any Suspension Period is in any event no later than sixty effect pursuant to Sections 1(b) or 1(c), above) and (60y) days after the date on which all of the Registrable Securities covered by such Registration Statement have been distributed; and (ii) in the case of a Shelf Registration Statement, until the earlier of (x) the date which is eighteen (18) months following the date such Shelf Registration Statement is filed declared effective by the SEC (such time periods to be extended by the number of days any Suspension Period is in effect pursuant to clause Sections 1(b) or 1(c), above) and (iy) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to date on which all of the Company (i) in writing, all information with respect to Registrable Securities covered by such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and have been sold, but in no event (iiin either case) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior expiration of the applicable period referred to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements Section 4(3) of the Securities Act and Rule 174 thereunder (such period being defined as the rules and regulations of the SEC thereunder and will not contain an untrue statement of "Effective Period" with respect to any such Registration Statement other than a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long and as the Holders hold "Shelf Period" with respect to any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the such Shelf Registration Statement, ). (f) The Company and the Holders agree that the Participating Holders of Registrable Securities will suffer damages if required by the rules, regulations or instructions applicable to the registration form used by the Company for fails to fulfill its obligations under this Section 1 and that ascertaining the extent of such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsdamages with precision would not be feasible. Accordingly, and the Company agrees to furnish pay liquidated damages with respect to the Registrable Securities held by each Participating Holder that has complied with such Holder's obligations under this Agreement ("Liquidated Damages"), if: (i) any Registration Statement required to be filed pursuant to this Section 1 is not filed with the SEC on or prior to the date specified for such filing in this Agreement (taking into account any extension of such date due to any Suspension Period in effect pursuant to Sections 1(b) or 1(c), above); (ii) any such Registration Statement has not been declared effective by the SEC on or prior to the date specified for such effectiveness in this Agreement (taking into account any extension of such date due to any Suspension Period in effect pursuant to Sections 1(b) or 1(c), above) (the "Effectiveness Target Date"); or (iii) any Registration Statement required by to be filed pursuant to this Section 1 is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded promptly by a post effective amendment to such Registration Statement that cures such failure and that is itself promptly declared effective (unless such cessation of effectiveness of failure to be usable for its intended purpose is due to a Suspension Period in effect pursuant to Sections 1(b) or 1(c), above); (each such event in clauses (i) through (iii) above being referred to herein as a "Registration Default"). Such additional interest comprising Liquidated Damages shall be an amount equal to (A) with respect to the first 90-day period immediately following the occurrence of a Registration Default, $.05 per week per $1,000 principal amount of the Registrable Securities held by such holder for each week or portion thereof that any Registration Default continues, plus (B) an additional $.05 per week per $1,000 in principal amount of the Registrable Securities with respect to each 90-day period subsequent to the first 90-day period, until all Registration Defaults have been cured, up to an amount equal to $.40 per week per $1,000 in principal amount of Registrable Securities held by such Holder. The Company shall notify the trustee under the Indenture within five Business Days after each and every date on which a Registration Default occurs. All accrued Liquidated Damages shall be paid by the Company in cash on or before each applicable interest payment date to Holders copies of record of the Registrable Securities in the same manner as interest is payable pursuant to the terms of the Indenture; provided, however, that in the event that the Company reasonably and in good faith disputes the occurrence of a Registration Default or that Liquidated Damages are payable to any Participating Holder, any Liquidated Damages which would otherwise be due to be paid by the Company on such interest payment date in respect of such disputed Liquidated Damages shall be deposited with the Trustee under the Indenture on or before such interest payment date, to be held in escrow pending the final resolution of such dispute. Each obligation to pay Liquidated Damages shall be deemed to accrue beginning on the day of the applicable Registration Default. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease until the next Registration Default, if any. No Liquidated Damages shall be payable with respect to any week commencing two years or more after the Company consummates a registered public offering of its equity securities. (g) If a registration pursuant to this Section 1 involves an Underwritten Offering and the managing underwriter of such Underwritten Offering advises the Company in writing (with a copy to each Participating Holder) of its belief that the amount of securities requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within an acceptable price range, then the amount of securities to be sold in such offering shall be reduced in accordance with the advice of such managing underwriter. In the case of any such supplement reduction, then the Company shall include in such demand registration that amount of Registerable Securities that the Company is so advised can be sold in (or amendment promptly after its being used or filed with during the SECtime of) the offering, is follows: first, Registerable Securities of any participating Holder, pro rata, on the basis of the principal amount of such securities held by such Holder; and second, all other securities of the Company duly requested to be included in such Registration Statement.

Required Registration. (a) (i) The Company shall (i) cause prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission a Shelf Registration Statement covering the resale of all of the First Closing Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of 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 filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of July 6, 2022 (the “Shelf RegistrationFirst Closing Effectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. (ii) The Company shall prepare and, as soon as practicable, but not jointlyin no event later than the applicable Filing Deadline, file with the Commission a Registration Statement covering the resale of all of the Second Closing Registrable Securities (the “Second Registration Statement”); provided that the Second Registration Statement shall register for resale at least the number of shares of Common Stock equal to furnish 100% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the Second Notes or exercise of the Second Warrants at the initial conversion price thereof (the “Second 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 Second Notes or exercise of the Second Warrants being increased because of the application of any provisions thereof, the Company shall promptly file an amendment to the Second Registration Statement providing for registration of such additional shares. The Second Registration Statement filed hereunder shall be on Form S-1 in connection with the Second Closing. 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 earlier of: (i) the date that all Second Closing Registrable Securities covered by such Registration Statement no longer constitute Second Closing Registrable Securities, or (ii) the two year anniversary of January 18, 2023 (the “Second Closing Effectiveness”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. (iii) The Company shall prepare and, as soon as practicable, but in writingno event later than the applicable Filing Deadline, file with the Commission a Registration Statement covering the resale of all information of the Third Closing Registrable Securities (the “Third Registration Statement”); provided that the Third Registration Statement shall register for resale at least the number of shares of Common Stock equal to 100% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the Third Notes or exercise of the Third Warrants at the initial conversion price thereof (the “Third 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 Third Notes or exercise of the Third Warrants being increased because of the application of any provisions thereof, the Company shall promptly file an amendment to the Third Registration Statement providing for registration of such additional shares. The Third Registration Statement filed hereunder shall be on Form S-1 in connection with the Third Closing. 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 earlier of: (i) the date that all Third Closing Registrable Securities covered by such Registration Statement no longer constitute Third Closing Registrable Securities, or (ii) the two year anniversary of the date of this Agreement (the “Third Closing Effectiveness Period” and, together with the First Closing Effective Period and Second Closing Effective Period, the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the applicable Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of this Section 2; with respect to filing on such Holder appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company reasonably deems required used diligent efforts to advocate with the Commission for the registration of all or advisable a greater portion of Registrable Securities), unless otherwise: (i) directed in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (d) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); c. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce or eliminate Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Warrant Shares held by such Holders) d. Fourth, the Company shall reduce Registrable Securities represented by Inducement Shares (applied, in the case that some Inducement Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Inducement Shares held by such Holders); and e. Fifth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Conversion Shares held by such Holders); and In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the anticipated filing date. Prior to filing event the Shelf Company amends a Registration Statement and any amendments thereto in accordance with the SECforegoing, or determines to file an additional Registration Statement, the Company shall provide drafts thereof will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Purchaser and its counselCompany or to registrants of securities in general, and one or more Registration Statements on such other form available to register for resale those Registrable Securities that were not registered for resale on the Purchaser and its counsel shall be given Registration Statement, as amended, as a reasonable opportunity to review and comment upon such Shelf result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Registration Statement. The Shelf In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Registration Statement, all holders of shares of Common Stock included in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such additional Registration Statement continuously effective for as long as the Holders hold shall be subject to any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if additional cutbacks that may be required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECCommission on a pro rata basis.

Required Registration. On or prior to the Filing Date, the Company --------------------- shall prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or on another form appropriate for such registration in accordance herewith). The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC not permit any securities other than (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or Registrable Securities and (y) those securities identified on such other date as mutually agreed by Schedule 2(a) hereto to be included in the Company and a Holder, Registration Statement and (ii) use commercially reasonable its best efforts to cause the Registration Statement to be declared effective under the Securities Act (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) within one hundred and twenty (120) days from the First Tranche Closing Date, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional -------------------- Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Conversion Shares and the Warrant Shares based upon the computation on the Second Tranche Closing Date, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such Shelf additional Registration Statement to be declared effective by the SEC Commission as promptly soon as possible possible, but in any no event no later than sixty thirty (6030) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECfiling.

Required Registration. The Company may not make an initial registration of any of its securities under the Securities Act without the prior consent of Warburg. If at any time or from time to time Warburg shall decide to sell or otherwise dispose of Registrable Securities of the Company then owned by Warburg, Warburg may give written notice to the Company of the proposed disposition, specifying the number of Registrable Securities so to be sold or disposed of and requesting that the Company prepare and file a registration statement (which may be a shelf registration statement) under the Securities Act covering such Registrable Securities. The Company shall, within 10 days thereafter, give written notice to the other Investors of such request and each of the other Investors shall have the option, for a period of 10 days after receipt by it of such notice from the Company, to include its Registrable Securities in such registration statement. The Company shall use its reasonable best efforts to cause an appropriate registration statement (ithe "Registration Statement") cause a Shelf Registration Statement covering such Registrable Securities to be filed with the SEC (x) within thirty (30) days Commission and to become effective as soon as reasonably practicable and to remain effective until the completion of the date that distribution of the Registrable Securities to be offered or sold. (The holders whose Registrable Securities are included in a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement are hereinafter referred to be declared effective by as the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”"Selling Investors"). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep shall bear all of the Shelf Costs and Expenses of such Registration Statement continuously effective for as long as the Holders hold any Registrable SecuritiesStatements. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable In addition to the registration form used by foregoing and without regard to there first having been filed the Company Registration Statements provided for such Shelf Registration Statement or by in the Securities Act or by any other rules and regulations thereunder for shelf registrationsforegoing provisions of this Section 10.1, Warburg will be entitled to demand, and the Company agrees will use its reasonable best efforts to furnish cause to become and remain effective, an unlimited number of Registration Statements on Form S-3 (or any similar short-form Registration Statement), including Registration Statements for the Holders copies offering of any such supplement securities on a delayed or amendment promptly after continuous basis, at the Company's Cost and Expense, when the Company is eligible to use the same. The Company will use its being used or filed with reasonable best efforts to utilize a short-form registration statement for which the SECCompany qualifies.

Required Registration. The Company Issuer shall use best efforts to file a Registration Statement (ithe “Shelf Registration Statement”) cause a on or before March 31, 2005, pursuant to which all of the Registrable Securities shall be registered for resale. The Issuer may delay the filing of the Shelf Registration Statement but shall use its best efforts to be filed file the Shelf Registration Statement before the expiration of forty-five (45) days from the effective date of the registration statement for the underwritten public offering. The Investor and its counsel shall have a reasonable period, not to exceed ten (10) business days, to review the Shelf Registration Statement or any amendment thereto, prior to filing with the SEC, and the Issuer shall provide the Investor with copies of any comment letters received from the SEC with respect thereto within 2 business days of receipt thereof. The Issuer shall use reasonable best efforts to cause the SEC to declare the Shelf Registration Statement effective as soon as practicable after filing, but in no event later than ninety (x) within thirty (3090) days of the date that a Holder requests of filing of the Company to make such filing or (y) on such other date as mutually agreed by the Company and a HolderShelf Registration Statement, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by thereafter maintain the SEC as promptly as possible but in any event no later than sixty (60) days after effectiveness of the Shelf Registration Statement is filed pursuant to clause (i) (until such time as the “Shelf Registration”). Each Holder agreesIssuer reasonably determines, severally but not jointlybased on an opinion of counsel, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable Holders will be eligible to be included sell all of the Registrable Securities then owned by the Holders without the need for continued registration of the Registrable Securities in the three month period immediately following the termination of the effectiveness of the Shelf Registration Statement. Notwithstanding the foregoing, if the Issuer’s obligation to maintain the effectiveness of the Shelf Registration Statement and any other information necessary to make any such information previously furnished to has not earlier terminated under the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECpreceding sentence, the Company Issuer’s obligations contained in this Section 6.2 shall provide drafts thereof to terminate automatically on the Purchaser and its counsel, and second anniversary of the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such effective date of the Shelf Registration Statement. The Shelf Registration Statement, in Issuer covenants that it will provide written notice to the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep Investor that the Shelf Registration Statement continuously has been declared effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rulesSEC, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment which notice shall be given promptly after its being used or filed with the Issuer has received notice of such effectiveness from the SEC.

Required Registration. The Company shall (i) cause a Shelf Registration Statement use its reasonable best efforts to be filed prepare and file with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after following the Shelf Initial Closing 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 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 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 is filed pursuant continuously effective (the "EFFECTIVE PERIOD") until the earliest to clause occur of (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to date during which all Registrable Securities registered under the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Required Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and are sold, (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the date the Company at least five delivers an opinion of counsel that each Designated Holder (5as defined below) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, may sell in the form open market in which it becomes effective, will conform in a single transaction all material respects with the requirements 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 "Form 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 use its reasonable best efforts to convert the Required Registration Statement to a Form S-3 (or any successor form) pursuant to the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make as soon as practicable after the statements therein, in the light of the circumstances under which they were made, not misleadingFrom S-3 Date. The Company agrees to shall use its commercially reasonable best efforts to keep cause the Shelf Required Registration Statement continuously to become and remain effective for as long as not later than 105 days after the Holders hold any Initial Closing Date. To the extent that the Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend Securities are not sold under the Shelf Required Registration Statement, if required by the rules, regulations or instructions applicable to Purchasers shall have the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules rights as enumerated in Sections 1.2, 1.3 and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC1.4.

Required Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). The Resale Registration Statement shall be on Form S-3 (except if the Company is not then Form S-3 Eligible, in which case such registration shall be on another appropriate form for such purpose) and shall contain a plan of distribution that permits the disposition of such Registrable Securities by the Holders (other than a Creditor Party) thereof by any lawful means, including, without limitation, in hedging, short sale, option, forward and other derivatives transactions, and that is otherwise reasonably acceptable to AXXX. If one of the Investors reasonably determines that it, or a Related Purchaser, is or another Investor or such other Investor’s Related Purchaser is, an Affiliate of the Company, then, if requested by such Investor, the Company shall take such action as may be necessary or appropriate to prepare and file with the Commission a market-making prospectus in form and substance reasonably satisfactory to such Investor. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing thereof, and, in any event, no later than the day that is thirty (30) days after the Closing Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act during the applicable Required Period, subject to the provisions of Article IV. (b) Subject to the Transfer Restrictions, during the applicable Required Period, any Holder (other than a Creditor Party) shall be entitled, subject to the remainder of this Section 2.1(b), to sell all or any part of such Registrable Securities registered on behalf of such Holder (other than a Creditor Party) pursuant to the Resale Registration Statement (“Holder Shelf Offering”). Notwithstanding any other provision of this Agreement, no Holder may include any of its Registrable Securities in a Holder Shelf Offering pursuant to this Agreement unless the Holder shall provide to the Company a fully completed notice and questionnaire in substantially the form set forth in Exhibit A hereto (the “Questionnaire”) and such other information in writing as may be reasonably requested by the Company pursuant to Section 5.2 (the “Selling Holder Information”). To be named as a selling securityholder in the Resale Registration Statement or the related Prospectus at the time it initially becomes effective under the Securities Act, each Holder must no later than five (5) Business Days prior to the Effective Date of the Resale Registration Statement, which will be at least ten (10) days after the Filing Date, furnish in writing the completed Questionnaire and such other Selling Holder Information that the Company has reasonably requested in writing pursuant to Section 5.2 prior to the Filing Date, if any, to the Company. The Company shall (i) cause a Shelf include in the Resale Registration Statement to be filed with the SEC (x) within thirty (30) days of information from the date that a Holder requests the Company to make such filing or (y) on completed Questionnaire and such other date as mutually agreed Selling Holder Information, if any, received by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to from such Holder that specifically for the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesinclusion therein, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days Business Days prior to the anticipated filing date. Prior to filing initial Effective Date of the Shelf Resale Registration Statement and the related Prospectus, as necessary and (ii) in a manner so that upon such effectiveness of the Resale Registration Statement the Holder (other than a Creditor Party) shall be named as a selling securityholder and be permitted to deliver (or be deemed to deliver) such Prospectus to purchasers of the Registrable Securities in accordance with applicable law. From and after the initial Effective Date of the Resale Registration Statement and during the applicable Required Period with respect to the Resale Registration Statement, upon receipt of a completed Questionnaire (including any amendments thereto with updated Questionnaire) and such other Selling Holder Information (including any updated Selling Holder Information) that the SECCompany may reasonably request in writing pursuant to Section 5.2, but in any event within ten (10) Business Days after the Company receives the completed Questionnaire and such other Selling Holder Information, if any, the Company shall provide drafts thereof file any amendments or supplements to the Purchaser Resale Registration Statement or the related Prospectus or the documents incorporated by reference therein necessary for such Holder (other than a Creditor Party) to be named as a selling securityholder and its counselpermit such Holder (other than a Creditor Party) to deliver (or be deemed to deliver) the Prospectus to purchasers of the Registrable Securities in accordance with applicable law (subject to the Company’s rights during a Blackout Period pursuant to Article IV). Holders that do not deliver a completed written Questionnaire and such other Selling Holder Information, as provided for in this Section 2.1(b) and Section 5.2, shall not be named as selling securityholders in the Prospectus unless and until such Holder delivers such information and the Purchaser appropriate notice and its counsel other periods called for by this Agreement shall be given have elapsed. If the Company shall file a reasonable opportunity post-effective amendment to review and comment upon such Shelf Registration Statement. The Shelf the Resale Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of shall use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable and notify each Holder (other than a Creditor Party) as promptly as practicable after the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances effectiveness under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 or by the Securities Act or by of any other rules and regulations thereunder for shelf registrationspost-effective amendment filed pursuant to this Article II. If such Selling Holder Information is delivered during a Blackout Period, and the Company agrees shall so inform the Holder delivering such Selling Holder Information and shall take the actions set forth in this Section 2.1(b) upon expiration of the Blackout Period as though such Holder’s Selling Holder Information had been delivered on the expiration date of such Blackout Period. No securities to furnish be sold for the account of any Person other than a Holder (including the Company but excluding Creditor Parties) shall be included in the Resale Registration Statement pursuant to this Section 2.1. Notwithstanding anything in Section 2.2 to the Holders copies of contrary, no Creditor Party shall have any such supplement or amendment promptly after its being used or filed with the SECrights to participate under a Resale Registration Statement.

Required Registration. (a) The Company shall (i) cause prepare and no later than the Filing Deadline, file with the Commission a Shelf Registration Statement covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 125% of the sum of the maximum number of shares of Common Stock issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). 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 with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly notify via facsimile or by e-mail each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e), with respect to filing on such appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise: (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: i. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; ii. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (a) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); and iii. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce Registrable Securities represented by Underlying Securities (applied, in the case that some Underlying Securities may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Underlying Securities held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Hxxxxx’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the anticipated filing date. Prior Company fails to filing file with the Shelf Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall provide drafts thereof pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of: (1) 2.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and its counselavailable for use by such Holder (the “Liquidated Damages”). The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, and the Purchaser and its counsel no liquidated damages shall be given a reasonable opportunity payable due to review and comment upon such Shelf Registration Statementany Holder’s actions that delay or prevent the Company from performing its obligations under this Agreement. The Shelf Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Holder no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company of any information regarding such Holder for inclusion in the Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve-month period (such periods, an “Allowed Delay”) during which the form Prospectus included in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf any Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement contemplated by this Registration Rights Agreement is suspended 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECotherwise unavailable.

Required Registration. (a) Within 120 days after the issuance of a category of Registrable Securities, the Company will register (the "Required Registration") all of the Registrable Securities 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 extent that such registration is necessary to enable the 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 similar transactions. The Company shall (i) cause a Shelf use its best efforts to have the Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) within 105 days after the Shelf Registration Statement is filed pursuant date of issuance of the Registrable Securities to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingrelates. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement current and continuously effective under the Securities Act and applicable state securities laws until the earliest to occur of (i) such time as all of the Registrable Securities have been sold, (ii) all of the Registrable Securities may be sold by 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), or (iii) the fifth anniversary of (i.e., the expiration of 60 months following) the completion of the Debt Exchange provided for in the Recapitalization Agreement. The terms and procedures for the Required Registration shall be as long as set forth in Sections 6, 7 and 8. (b) Unless the Holders hold any Registrable Securities. The shall consent in writing, no other party, including the Company further agrees(but excluding another Holder), if necessary, shall be permitted to promptly supplement or amend offer securities under the Shelf Registration Statement. (c) The Company may delay filing the Shelf Registration Statement for not more than 120 days if (i) the Company has filed, if required by the rulesor has taken substantial steps toward filing, regulations or instructions applicable a registration statement relating to the registration form used sale of the same category of the Company's securities (the "Company Securities") in an Underwritten Offering and the managing underwriter is of the opinion that the sale of such Registrable Securities pursuant to the Shelf Registration Statement would adversely affect the offering by the Company for of Company Securities, or (ii) the Board of Directors of the Company determines in good faith, by resolution, that the filing of a registration statement (including the effects of the disclosures that would then be required to be included therein) would, if not so deferred, materially and adversely affect a then proposed or pending financial project, acquisition, merger or corporate reorganization. (d) No sales of Registrable Securities may be made by a Holder pursuant to the Shelf Registration Statement unless and until the Company has received a written notice that such Holder intends to make offers or sales of Registrable Securities pursuant to the Shelf Registration Statement. Each such notice shall specify the amount of Registrable Securities proposed to be sold by the Holder and shall also specify the intended method of disposition thereof. Upon receipt of a notice from a Holder under this Section 3(d), the Company shall promptly confirm to the Holder providing such notice that the Shelf Registration Statement is current and effective or prepare, file with the SEC and provide to such Holder any such amendment or supplement to the Shelf Registration Statement or by the prospectus contained therein as shall be necessary to make the Shelf Registration Statement current under the Securities Act and applicable states securities laws and the Holder providing such notice shall not make any offer or sale of the Registrable Securities pursuant to the Shelf Registration Statement until any such required filing has been made; provided, however, that the Company shall make such filing within 10 Business Days after receipt of appropriate notice, or such longer period as is reasonably necessary if such preparation and filing are not commercially practicable within 10 Business Days. Notwithstanding the foregoing, the Company shall have the right to postpone a Holder's proposed sale pursuant to the Shelf Registration Statement for a reasonable period of time (not exceeding 60 days) if the Company furnishes the Holder with a certificate signed by the Chairman of the Board of the Company stating that, in its good faith judgment, the Company's Board of Directors has determined that allowing sales of such category of Registrable Securities at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company. (e) If any other rules Holder proposes to offer and regulations thereunder sell Registrable Securities pursuant to the Shelf Registration Statement through an Underwritten Offering, the Company shall select and retain the underwriter or underwriters for shelf registrationsthe offering, which underwriter or underwriters must be reasonably satisfactory to the Holders, and shall provide notice to each other Holder in accordance with the procedure set forth in Section 4(a) on the same basis as if the Company agrees were filing a registration statement as contemplated by Section 4. (f) In connection with any offering pursuant to furnish this Section 3, the Holders shall have the right to select legal counsel and an investment banker or bankers and manager or managers to administer their offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Holders copies of Company. The Company shall reasonably cooperate with any such supplement or amendment promptly after its being used or filed with counsel and investment bankers. (g) In the event that Form S-3 is not available for sale by the Holders of the Registrable Securities, then the Company (i) shall register the sale of the Registrable Securities on another appropriate form and (ii) the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Required Registration. The (a) Within 30 days after the Last Potential Closing Date, the Company shall (i) cause use its best efforts to prepare and file a Shelf Registration Statement to be filed with registration statement under the SEC (x) within thirty (30) days of the date that Securities Act, on a Holder requests the Company to make such filing Form S-2 or (y) on such other date as mutually agreed appropriate form selected by the Company Company, covering the Shares and a Holder, Warrant Stock and (ii) shall use its commercially reasonable efforts to cause such Shelf Registration Statement registration statement to become effective within 120 days following the Last Potential Closing Date (the "Effectiveness Deadline Date") and to remain effective until the earlier to occur of the date (i) the Restricted Stock covered thereby have been sold, or (ii) by which all Restricted Stock covered thereby may be declared effective by sold under Rule 144, without volume limitations. (b) Following the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is effectiveness of a registration statement filed pursuant to clause this section, the Company may, at any time, suspend the effectiveness of such registration for up to 60 days, as appropriate (a "Suspension Period"), by giving notice to the Holders of shares of Restricted Stock, if the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a Material Adverse Effect on the Company. The Holders of shares of Restricted Stock acknowledge that the Company is required to file a post-effective amendment to its registration statements on Form S-2 upon the filing of each of its quarterly and annual reports with the Commission and therefore a Suspension Period will occur between the Company's filing of its quarterly or annual report and the filing of the post-effective amendment to the registration statement on Form S-2. Notwithstanding the foregoing, no more than two Suspension Periods (i.e., 120 days) may occur in immediate succession. The Company shall use its best efforts to limit the duration and number of any Suspension Periods. The Holders of shares of Restricted Stock agree that, upon receipt of any notice from the Company of a Suspension Period, the Holders of shares of Restricted Stock shall forthwith discontinue disposition of shares of Restricted Stock covered by such registration statement or prospectus until the Holders of shares of Restricted Stock (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to are advised in writing by the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to use of the applicable prospectus may be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and resumed, (ii) completed and executed selling shareholder questionnaireshave received copies of a supplemental or amended prospectus, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counselif applicable, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 (iii) have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such supplement or amendment promptly after its being used or filed with the SECprospectus.

Required Registration. If the Company has not filed a registration statement with respect to the Registrable Securities on or before November 26, 2006, at any time thereafter and after receipt of a written request from the Registered Holder (the “Initiating Holder”), asking the Company to effect a registration (provided that the Company has previously not been required to effect a registration as provided below) of Registrable Securities owned by the Initiating Holders under the Securities Act and specifying the intended method or methods of disposition thereof and the number of Registrable Securities sought to be registered, the Company shall promptly notify all Registered Holders of Registrable Securities in writing of the receipt of such request and each Registered Holder may elect (by written notice sent to the Company within 10 Business Days from the date of such Registered Holder’s receipt of the aforementioned Company’s notice) to have its shares of Registrable Securities included in such registration thereof pursuant to this Section 5A, but the Company shall only be required to proceed with a registration pursuant to this Section 5A if the number of Registrable Securities that the Registered Holders and the Company shall have elected to include in such registration pursuant to this Section 5A have an aggregate Market Price in excess of $5,000,000, before deducting any underwriter commissions or discounts. Thereupon the Company shall, as expeditiously as possible, file a registration statement with respect to, and use its best efforts to effect the registration under the Securities Act of, all shares of Registrable Securities that the Company has been so asked by such Registered Holders, subject to the next paragraph, to register for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered. Except as otherwise provided in Section 5D the Company shall bear all expenses of such registration. The Company shall (i) cause not be required to effect more than one registration pursuant to this Section 5A; but the right of the Registered Holders under this Section 5A to require the Company to effect a Shelf Registration Statement registration shall not be deemed to be filed with the SEC have been exercised if (x) within thirty (30) days a registration statement filed pursuant to this Section 5A shall not have become effective under the Securities Act other than at the request of the date that Registered Holders or as a Holder requests result of any action on the Company to make such filing part of the Registered Holders or (y) if a registration statement pursuant to this Section 5A shall have become effective under the Securities Act and (a) the underwriters, in the case of an underwritten offering, shall not purchase any Registrable Securities because of a failure of a condition contained in the underwriting agreement (other than a condition to be performed by the Registered Holders) relating to the offering covered by the registration statement or (b) the sale of the Registrable Securities pursuant to the registration statement is not effected due to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court (other than a stop order, injunction, other order or requirement directly attributable to any action or inaction on such other date as mutually agreed by the part of the Registered Holders). If a registration pursuant to this Section 5A is underwritten and the managing underwriter or underwriters advise the Company and a the Initiating Holder in writing that, in their good faith opinion, the number of Registrable Securities requested to be included would adversely affect the marketing or price of the Registrable Securities to be sold, the Company will include in such registration pursuant to this Section 5A (i) first, the Registrable Securities requested to be included in such registration by the Initiating Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement second, the Registrable Securities requested to be declared effective included in such registration by the SEC as promptly as possible but in any event no later than sixty other Registered Holders and (60iii) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesthird, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder any other securities that the Company reasonably deems required or advisable desires to include. A registration shall not be considered to be a registration pursuant to this Section 5A, and the Company shall nevertheless pay the expenses of such registration, if (x) as a result of the foregoing allocation, the requesting Registered Holders are not able to register and sell in the registration at least 75% of the Registrable Securities sought to be included in the Shelf Registration Statement and registration, as specified in the notices by which the demand was made or (y) the registration statement requested by the Initiating Holder does not become effective for any reason other information necessary than at the request of the Registered Holders. The Company will not be obligated to make effect any registration pursuant to this Section 5A within 9 months after the effective date of any previous registration statement. In addition, the Company will not be obligated to effect any registration pursuant to this Section 5A if, at the time of such information previously furnished request, the filing of such registration statement would, as determined in good faith by a majority of the Company’s board of directors, be materially detrimental to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesor materially adversely affect a material Company financing project or a material proposed or pending acquisition, powers of attorney, indemnities and merger or other documents reasonably required by material corporate transaction to which the Company at least five (5) days prior or any of its subsidiaries is or expects to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECbe a party, but the Company shall provide drafts thereof may exercise such right to the Purchaser and its counsel, and the Purchaser and its counsel shall be given delay a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, request for registration not more than once for not more than 6 months in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC12-month period.

Required Registration. (a) 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 covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to 125% of the sum of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days maximum number of shares of Common Stock issuable upon conversion of the date that a Holder requests Purchase Shares at the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, initial conversion price thereof and (ii) use commercially reasonable efforts to cause such Shelf 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 by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agreesThe Company shall 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 on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, severally but not jointlywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to furnish so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writingwriting by a Holder as to its Registrable Securities, all information with respect or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Holder that Registration Statement will be reduced as follows: a. First, the Company reasonably deems required shall reduce or advisable eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the Shelf Registration Statement and any other information necessary to make any case that only some such information previously furnished Registrable Securities may be registered, to the Company Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesHolders); and c. Third, powers of attorney, indemnities and other documents reasonably required by the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and d. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) days Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the anticipated filing date. Prior Company fails to filing file with the Shelf Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any amendments thereto with other rights the SECHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall provide drafts thereof pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the Purchaser product of (1) 0.50% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and its counsel, and available for use by such Holder (the Purchaser and its counsel “Liquidated Damages”). The parties agree that the maximum aggregate Liquidated Damages payable to a Holder under this Agreement shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements 6% of the Securities Act and aggregate amount paid by such Holder pursuant to the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit Purchase Agreement with respect to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the cure of an Event. Further, amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Buyer no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company further agrees, if necessary, to promptly supplement or amend of any information regarding such Holder for inclusion in the Shelf Registration Statement, but any such failure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) ten (10) consecutive days or (ii) fifteen (15) days in total during any twelve month period (such periods, an “Allowed Delay”) during which the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be required to maintain the effectiveness of the Registration Statement then in effect until the earlier of (A) such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the rules, regulations Commission or instructions applicable to (B) the registration form used by expiration of the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECEffectiveness Period.

Required Registration. The Company (a) As promptly as reasonably practicable (but not later than 30 days) following the Effective Time, PerkinElmer shall (i) cause a Shelf Registration Statement to be filed file with the SEC a "shelf" registration statement on Form S-3 (xor such successor or other appropriate form) within thirty (30) days covering the resale to the public by the Stockholder of the date that a Holder requests Merger Shares pursuant to Rule 415 under the Company to make such filing or Securities Act (y) on such other date as mutually agreed by the Company and a Holder, and (ii) "Stockholder Registration Statement"). PerkinElmer shall use commercially its reasonable best efforts to cause such Shelf the Stockholder Registration Statement to be declared effective by the SEC as promptly soon as possible but in any event no later than sixty (60) days after practicable. PerkinElmer shall cause the Shelf Stockholder Registration Statement is filed pursuant to clause remain effective until the earlier to occur of: (i) the date on which all of the Merger Shares covered by the Stockholder Registration Statement have been sold pursuant thereto and (ii) the “Shelf Registration”). Each Holder agreesdate on which PerkinElmer's obligations under this Section 3 shall terminate in accordance with the provisions of Section 3.6 hereof. (b) PerkinElmer will use its reasonable best efforts to qualify all Merger Shares under any applicable state securities laws; provided, severally but however, that PerkinElmer shall not jointlybe (c) From time to time, to furnish PerkinElmer will amend or supplement the Stockholder Registration Statement and any prospectus contained therein to the Company extent necessary to comply with the Securities Act and any applicable state securities laws. PerkinElmer will also promptly provide the Stockholder with as many copies of the prospectus contained in the Stockholder Registration Statement as the Stockholder may reasonably request. (d) PerkinElmer shall be entitled to: (i) postpone the filing or effectiveness of the Stockholder Registration Statement or (ii) if effective, elect that the Stockholder Registration Statement not be usable and require the Stockholder to suspend sales or purchases pursuant to any prospectus contained therein, for a reasonable period of time, but not in writingexcess of 90 days in the aggregate as to all postponements and suspensions pursuant to clauses (i) and (ii) above in any 12-month period if PerkinElmer determines in good faith (after consultation with outside counsel) that the registration and distribution of the Merger Shares (or the use of the Stockholder Registration Statement or any related prospectus) would interfere with any pending material acquisition, material corporate reorganization or other material corporate development involving PerkinElmer, including by requiring premature disclosure thereof; provided that, in the event of such postponement or suspension, PerkinElmer shall use commercially reasonable best efforts to take any and all information actions necessary or desirable to, immediately thereafter, give full effect to the Stockholder's rights under this Section 3. PerkinElmer shall promptly give the Stockholder written notice of such determination and an approximation of the anticipated delay. (e) If the Stockholder desires to effect the sale and distribution of some or all of the Merger Shares covered by the Stockholder Registration Statement by means of an underwriting, it shall so advise PerkinElmer, and PerkinElmer and the Stockholder shall enter into an underwriting agreement in customary form (including customary indemnification and contribution provisions on the part of PerkinElmer) for such purpose and shall otherwise cooperate reasonably with respect to such Holder that underwriting. The underwriter(s) shall be selected by the Company Stockholder and shall be reasonably deems required or advisable acceptable to PerkinElmer. The Stockholder will enter into a power of attorney and custody agreement (naming officers of PerkinElmer as attorneys-in-fact and PerkinElmer as custodian) in customary form with respect to the Merger Shares to be included sold and distributed in such underwriting. Notwithstanding the Shelf foregoing, PerkinElmer shall not be required to enter into more than two underwriting agreements in connection with the Stockholder Registration Statement and not more than one underwriting agreement in any other information necessary 12-month period, provided that PerkinElmer's obligation to make any such information previously furnished enter into a second underwriting agreement shall be further subject to the Company by condition that such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers second underwriting agreement covers the sale of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements two percent or more of the Securities Act and the rules and regulations number of the SEC thereunder and will not contain an untrue statement shares of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECPerkinElmer Common Stock then outstanding.

Required Registration. The Company shall (i) cause a Shelf Registration Statement resale from time to be filed with the SEC (x) within thirty (30) days time of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed Registrable Securities will be included by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf in the Current Registration Statement to be before it is declared effective by the SEC as promptly as possible but if (i) the Merger occurs on or before December 20, 2000 and the Company has been informed by the Staff of the SEC that the Current Registration Statement has been selected for "no review" status, or (ii) the Current Registration Statement is not selected for "no review" status, unless the Company in any event no its reasonable good faith discretion, and on the advice of its outside counsel, determines that including the resale of the Registrable Securities in the Current Registration Statement would delay the SEC in declaring the Current Registration Statement effective on or before December 31, 2000. If the Registrable Securities are not included in the Current Registration Statement pursuant to subparagraphs (i) or (ii) of the preceding sentence, then on or before the later than sixty (60) to occur of 10 days after the closing of the Merger or January 5, 2001, or if the Company is prevented by applicable law or regulation from filing an additional registration statement during the pendency of the Current Registration Statement, the date that is 10 days after such restriction no longer exists the Company will cause to be filed pursuant to Rule 415 of the Securities Act a registration statement (the Current Registration Statement and such other registration statement are herein collectively referred to as the "Shelf Registration Statement") as to the Registrable Securities, naming such Shareholders as elect to be named therein as selling shareholders. The Company shall use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after such filing, and to keep such Shelf Registration Statement continuously effective until two years following the date on which such Shelf Registration Statement becomes effective under the Securities Act; provided, however, that the Company may voluntarily suspend the effectiveness of such Shelf Registration Statement for a limited time, which in no event shall be longer than 60 days, if the Company has been advised by counsel or underwriters to the Company that the offering of the Registrable Securities pursuant to the Shelf Registration Statement would adversely affect, or would be improper in view of (or improper without disclosure in a prospectus of), a proposed financing, reorganization, recapitalization, merger, consolidation, or similar transaction involving the Company, in which case the Company shall be required to keep such Shelf Registration Statement effective for an additional period of time beyond two years following the date of the effectiveness thereof equal to the number of days the effectiveness thereof is filed suspended pursuant to clause (i) (this proviso. Upon the “occurrence of any event that would cause the Shelf Registration”). Each Holder agreesRegistration Statement to contain a material misstatement or omission or not to be effective and usable during the period that such Shelf Registration Statement is required to be effective and usable, severally but not jointly, to furnish to the Company (i) in writing, all information with respect shall promptly file an amendment to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable best efforts to keep cause such amendment to be declared effective as soon as practicable thereafter. The Holders shall furnish to the Shelf Registration Statement continuously effective for as long Company such information regarding their holdings and the proposed manner of distribution thereof as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend may reasonably request and as shall be required in connection with 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The Company (a) Conexant shall (i) prepare and file or cause a Shelf Registration Statement to be prepared and filed with the SEC (x) 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 date 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 methods of distribution elected by the Sellers and set forth in such Shelf Registration Statement. Conexant shall use its commercially reasonable efforts to 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 Holder requests the Company to make Shelf Registration Statement will not be reviewed ("No-Review"), Conexant shall notify each Seller within five (5) Business Days of such filing or (y) on such other date as mutually agreed by the Company notification and a Holder, and (ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective (including by requesting acceleration of the SEC 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, 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 promptly a selling securityholder in such Shelf Registration Statement and the related Prospectus in such a manner as possible but 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 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 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 no later that is being contemplated by Conexant (whether or not a final decision has been made to undertake such transaction at the 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 after beyond the relevant period set forth in the first paragraph of this Section 2(a); provided that such delay shall have no effect on the liquidated damages provided in Section 3. (b) Following the effectiveness of a Shelf Registration Statement is filed pursuant to clause this Section 2, Conexant may suspend at any time the availability of such Shelf Registration Statement and the related Prospectus upon and continuing until the discontinuation of (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to issuance by the Company (i) in writing, all information SEC of a stop order with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary or the initiation of proceedings with respect to make any such information previously furnished to Shelf Registration Statement under Section 8(d) or 8(e) of the Company by such Holder not misleading and Securities Act, (ii) completed and executed selling shareholder questionnaires, powers the occurrence of attorney, indemnities and other documents reasonably required by any event or the Company at least five existence of any fact as a result of which (5A) days prior to the anticipated filing date. Prior to filing the any Shelf Registration Statement and shall contain any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading or (iii) the occurrence or existence of any pending corporate development, including without limitation any such development that may (y) interfere with or affect the negotiation or completion of any transaction or other material event that is being contemplated by Conexant (whether or not a final decision has been made to undertake such transaction at the time the right to suspend is exercised) or (z) involve initial or continuing disclosure obligations that might not be in the best interest of Conexant or its shareowners, that, in the reasonable discretion of Conexant, makes it appropriate to suspend the availability of any Shelf Registration Statement and the related Prospectus (each of (i), (ii) and (iii) above is hereinafter referred to as a "Suspension Period"); provided that the duration of a Suspension Period under subsections (ii) and (iii) shall not extend beyond thirty (30) days. Notwithstanding the foregoing, Conexant shall be limited to no more than three Suspension Periods under subsections (ii) and (iii) above in any rolling 12-month period. Conexant shall use its reasonable efforts to end any Suspension Period as promptly as practicable under the circumstances and, in the case of subsection (iii) above, as soon as, in the discretion of Conexant, such suspension is no longer appropriate. Provided that a Seller has timely delivered to Conexant a Notice and Questionnaire, Conexant shall be obligated to notify such Seller in writing of the existence of a Suspension Period. Upon receipt of any notice from Conexant of a Suspension Period, the Sellers shall immediately discontinue any disposition of Registrable Shares until the earlier of (1) the end of the Suspension Period, (2) such time as the Sellers (i) are advised in writing by Conexant that the use of the applicable Prospectus may be resumed and (ii) have received copies of a supplemental or amended Prospectus, if applicable, or (3) such time as such Seller is eligible to dispose of such Registrable Shares pursuant to an exemption from the registration requirements of the Securities Act. (c) The Company agrees Sellers acknowledge that Conexant's obligations under this Section 2 may be satisfied, in Conexant's sole discretion, by the inclusion of the Registrable Shares in any eligible registration statement filed by Conexant for the benefit of any of its shareowners other than the Sellers or by the amendment of any existing shelf registration statement. (d) In the event that any Shelf Registration Statement shall cease to be effective, Conexant shall promptly prepare and file a new registration statement covering the Registrable Shares previously covered by such Shelf Registration and shall use its commercially reasonable efforts to keep have such registration statement declared effective as soon as possible, provided that such new registration statement shall not affect Conexant's obligation to pay the liquidated damages provided under this Agreement. Any such registration statement shall be considered a "Shelf Registration Statement" hereunder. (e) Each Seller who wishes to sell Registrable Shares pursuant to a Shelf Registration Statement continuously effective for as long as and related Prospectus agrees that it will do so only in accordance with Section 2(b) and this Section 2(e). Each Seller wishing to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to Conexant at least five (5) Business Days prior to any intended distribution of Registrable Shares under such Shelf Registration Statement (or prior to the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend effectiveness of the Shelf Registration Statement, five (5) Business Days prior to the date the Shelf Registration Statement is expected to be declared effective). From and after the date any Shelf Registration Statement is declared effective, Conexant shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event within five (5) Business Days after such date, if required by applicable law, file with the rules, regulations or instructions applicable SEC a post-effective amendment to the registration form used by the Company for such Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Seller delivering such Notice and Questionnaire is named as a selling securityholder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit such Seller to deliver such Prospectus to purchasers of the Registrable Shares in accordance with applicable law and, if Conexant shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act or as promptly as is practicable, but in any event by any other rules the date (the "Amendment Effectiveness Deadline Date") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; provided that if such Notice and regulations thereunder for shelf registrationsQuestionnaire is delivered during a Suspension Period, and Conexant shall take the Company agrees to furnish actions set forth above as promptly as practicable upon expiration of the Suspension Period. Notwithstanding anything contained herein to the Holders copies contrary, (i) Conexant shall be under no obligation to name any Seller that is not a Notice Seller as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the expiration of any a Suspension Period if such supplement or amendment promptly after its being used or filed with Suspension Period shall be in effect on the SECAmendment Effectiveness Deadline Date.

Required Registration. The (a) On (and including) or after the twenty-fifth day after the Third Anniversary, the Holders of at least 51% of the aggregate then outstanding number of Registrable Warrant Shares may, upon written request, require Company to effect the registration (a “Demand Registration”) or qualification under applicable federal or state securities laws of such Registrable Warrant Shares. Upon receipt of such written request, Company shall promptly give written notice to all Holders of Warrants and Warrant Shares of a proposed registration or qualification, and shall, subject to the conditions of Section 7.4, as expeditiously as possible, use its best efforts to effect any such registration or qualification of: (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and Registrable Warrant Shares; or (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but all other Registrable Warrant Shares of Holders of Warrants or Warrant Shares which shall have advised Company in any event no later than sixty (60) writing within 30 days after the Shelf Registration Statement is filed pursuant giving of such written notice by Company of their desire to clause have their Registrable Warrant Shares registered or qualified or exempted, with, or notification to or approval of, any governmental authority under any federal or state securities laws, or listing with any securities exchange, which may be required to permit the sale or other disposition of any such Registrable Warrant Shares which the Holders thereof propose to make, and Company will keep effective such registration, qualification, exemption, notification or approval for such period as may be necessary to effect such sales or dispositions up to a maximum period of six months after initial effectiveness. If the managing underwriter engaged in connection with an underwritten public offering of such Registrable Warrant Shares proposed for registration under this Section 7.3 determines in good faith and for valid business reasons that registration of such Registrable Warrant Shares would have an adverse effect on the marketability or the price of such offering (i) (the a “Shelf RegistrationCutback Determination”), such managing underwriter shall give prompt written notice of such Cutback Determination to such requesting Holder or Holders. Each Holder agreesIn such event, severally but not jointlyCompany, upon written notice to the Holders of such Registrable Warrant Shares, shall have the right to limit such Registrable Warrant Shares to be registered, if any, to furnish the largest number which would not result in such adverse effect on marketability or the price of such offering (such limitation being applied to each such requesting Holder of Registrable Warrant Shares pro rata in respect of the Company (i) in writing, all information with respect number of shares subject to such Holder that the Company reasonably deems required or advisable to request). No Securities of any Person may be included in any registration pursuant to this Section 7.3 without the Shelf Registration Statement and any other information necessary to make any such information previously furnished to written consent of the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers Holders of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to a majority of the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto Registrable Warrant Shares participating in such offering if, with the SECinclusion of such Securities, the Company shall provide drafts thereof Holders are not able to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, include in the form in which it becomes effective, will conform in all material respects with the requirements registration at least 80% of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required Registrable Warrant Shares that they initially requested to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECincluded.

Required Registration. The (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days inform each of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company Holders thereof and a Holder, and (ii) use its commercially reasonable efforts to cause such Shelf file amendments to the Initial Registration Statement to be declared effective as required by the SEC as promptly as possible but in any event no later than sixty Commission and/or (60ii) days after withdraw the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Initial Registration Statement and any other information necessary file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required be registered by the Company at least five (5) days Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to the anticipated filing date. Prior to filing the Shelf such amendment or New Registration Statement and any amendments thereto with the SECStatement, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees obligated to use its commercially reasonable efforts to keep advocate with the Shelf Registration Statement continuously effective Commission for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by of all of the Company for such Shelf Registration Statement or by Registrable Securities in accordance with SEC Guidance, including without limitation, the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies Manual of any such supplement or amendment promptly after its being used or filed with the SEC.Publicly Available Telephone Interpretations D.29 and

Required Registration. 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 (i90) cause days from the Closing Date (or, if such 90th day is not a Shelf Business Day, by the first Business Day thereafter) (the "Required Filing Date") file a Registration Statement to be filed with the SEC (xthe "Required Registration Statement") within thirty (30) days of and cause the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Required Registration Statement to be declared effective by under the SEC as promptly as possible but in any event no later than sixty (60) Securities Act within 150 days after the Shelf Registration Statement Closing Date (or, if such 150th day is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesnot a Business Day, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingfirst 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 pay each Subscriber in cash an amount per month equal to one percent (1%) of the amount paid by such Subscriber for the Registrable Securities pursuant to the Subscription Agreement, which shall be Subscriber's sole remedy for such failure. The Company shall use its commercially reasonable best efforts to keep the Shelf Required Registration Statement continuously effective for a period of two years after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i) hereof, or such shorter period as long as will terminate when all of the Holders hold any 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 to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Sections 2.6(e) or (i) to and including the date 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 further agreesmay include in any registration filed pursuant to this Section 2.1, if necessary, such additional securities as it may be obligated to promptly supplement or amend the Shelf Registration Statement, if required include pursuant to any contractual obligations entered into by the rulesCompany, regulations or instructions applicable and, subject to the registration form used by any restrictions contained elsewhere in this Agreement, such securities as the Company may elect to register for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECown account.

Required Registration. The Company shall shall: (i) as soon as practicable, but no later than 30 days after the date of original issuance of the Note Shares pursuant to the conversion of the Tranche A Note (the "Shelf Filing Deadline"), cause a Shelf Registration Statement to be filed with the SEC Commission a registration statement on Form S-1 (xor, to the extent available to the Company, Form S-3) within thirty pursuant to Rule 415 promulgated under the Securities Act (30) days the "Shelf Registration Statement"), which Shelf Registration Statement shall provide for the offer and sale of the date all Registrable Securities held by Holders that a Holder requests have provided to the Company the information required pursuant to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and terms of Section 2.6 hereof; (ii) use commercially its reasonable efforts to cause such the Shelf Registration Statement to be declared effective by the SEC Commission as promptly as possible practicable, but in any event no not later than sixty (60) 120 days after the date of original issuance of the Note Shares pursuant to the conversion of the Tranche A Note (the "Effectiveness Target Date"); and (iii) upon and after the declaration of the effectiveness of the Shelf Registration Statement is filed pursuant by the Commission, use its reasonable efforts to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in keep the Shelf Registration Statement continuously effective, supplemented and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably amended as required by the Company at least five provisions of Section 2.5 hereof (5) days prior subject to the anticipated filing date. Prior right of the Company to filing suspend the use of the Shelf Registration Statement and any amendments thereto by delivery of a Suspension Notice in accordance with the SEC, the Company shall provide drafts thereof Section 2.5 hereof) to the Purchaser and its counselextent necessary to ensure that (A) it is available for resales of Registrable Securities by the Holders, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the SEC Commission promulgated thereunder and will not contain an untrue statement as announced from time to time, for a period (the "Effectiveness Period") ending on the earliest of: (1) the date when the Holders of a material fact or omit Registrable Securities are able to state a material fact required sell all such Registrable Securities immediately without restriction pursuant to be stated therein or necessary to make the statements therein, in volume limitation provisions of Rule 144 under the light Securities Act; and (2) the date when all of the circumstances Registrable Securities of the Holders have been registered under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend and have been disposed of in accordance with 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. (a) The Company Shall file a registration statement under the Securities Act covering the registration of all of the Registrable Securities (any such registration statement or successor registration statement, as may be amended or supplemented from time to time, hereinafter referred to as a “Registration Statement”) (including, but not limited to, registration statements relating to secondary offerings of securities of the Company) within twenty (20) days from the date of this Agreement (the “Target Filing Date”), so that all of the Registrable Securities are so registered. The Registration Statement filed pursuant to this Section 1.2(a) shall be on SEC form S-3 or such other appropriate registration form of the SEC as shall be selected by the Company so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 of the Securities Act or such other rule as is then applicable at the then prevailing market prices and shall include the plan of distribution requested by the majority in interest of Holders, subject to SEC comments. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use its commercially reasonable efforts to cause such Shelf the Registration Statement to be declared become effective by the SEC on or as promptly soon as possible but in any event no later than sixty (60) days practicable after the Shelf Filing Date. Any Registration Statement is filed shall provide for the resale pursuant to clause (i) (any method or combination of methods legally available to, and reasonably requested by, the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, Holders of any and all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company Registrable Securities covered by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Company shall use its commercially reasonable efforts to cause the Registration Statement, in the form in which it becomes Statement filed pursuant to this Section 1.2(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holder and other Holders (if any) until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will conform comply as to form in all material respects with the all applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which they were a statement is made), not misleadingother than any statements furnished in writing expressly for use in connection with such registration by the Holders. As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of the Registration Statement. (b) If the Holder intends to distribute the Registrable Securities covered by the above-referenced Registration Statement by means of an underwriting, the Holder shall so advise the Company in writing within five (5) days from the date of this Agreement. The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Holders whose Registrable Securities are to be included in the underwritten offering. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders whose Registrable Securities are to be included in the underwritten offering) to the extent provided herein. The Company agrees and all Holders proposing to use distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof in proportion (as nearly as practicable) to the respective amounts of Registrable Securities of the Company owned by the participating Holders. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such underwriting. Any Registrable Securities or other securities excluded from or withdrawn from such underwriting shall be withdrawn from registration. (c) Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) it would be materially detrimental to the Company and its commercially reasonable efforts to keep the Shelf stockholders for such Registration Statement continuously to either become effective or remain effective for as long as such Registration Statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Company; (ii) require premature public disclosure of material information that the Company has a bona fide business purpose for such Shelf Registration Statement preserving as confidential; or by (iii) render the Company unable to comply with requirements under the Securities Act or by Exchange Act, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than forty (40) consecutive days from the date of this Agreement; provided, however, that the Company shall not register any securities for the account of itself or any other rules and regulations thereunder for shelf registrationsstockholder during such 40-day period (other than in an Excluded Registration). Upon disclosure of such information or the termination of the condition described above, and the Company agrees to furnish shall provide prompt notice to the Holders copies whose Registrable Securities are included in the Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2 after the Company has effected a registration pursuant to this Section 1.2; provided, however, that the Registration Statement relating to such effected registration has been declared or ordered effective and (i) either (A) the conditions of Section 1.5(a) have been satisfied, or (B) the Registration Statement remains effective and there are no stop orders in effect with respect to such Registration Statement; and (ii) the number of Registrable Securities included in such Registration Statement has not been limited pursuant to the exercise of any underwriter’s cut-back as contemplated by Section 1.2(b) or Section 1.3(b). (e) If the Registration Statement required by Section 1.2 is not filed by the Target Filing Date, then the Holders shall be entitled to a payment (with respect to Registrable Securities covered by such Registration Statement), as liquidated damages and not as a penalty, of 1.5% of the Liquidated Damage Multiplier for each 30-day period or pro rata for any portion thereof following the Target Filing Date for which no Registration Statement is filed with respect to the Registrable Securities (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within three (3) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to the Holders in immediately available funds; provided, however, if the Company certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument filed as exhibits to all forms, registration statements, reports, schedules and statements required to be filed by the Company with the SEC under the Exchange Act or the Securities Act, then the Company shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of any such supplement or Liquidated Damages in kind in the form of the issuance of additional shares of Common Stock. Upon any issuance of shares of Common Stock as Liquidated Damages, the Company shall promptly (i) prepare and file an amendment promptly after to the Registration Statement prior to its being used or filed effectiveness adding such shares of Common Stock to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the SECNASDAQ Capital Market (or such other market on which the Registrable Securities are then listed and traded) (the “Listing Exchange”) to list such additional shares of Common Stock. The determination of the number of shares of Common Stock to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average price of the shares of Common Stock on the Listing Exchange for the ten Trading Days immediately preceding the date on which the Liquidated Damages payment is due. The accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) when such Holder no longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Company is unable to cause a Registration Statement to go effective within 40 days after the Filing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion.

Required Registration. As soon as practicable after June 6, --------------------- 1997, the Company shall use its best efforts to effect the registration Form S- 3, in accordance with Rule 415 under the Securities Act, to permit the offer and sale of the Registrable Securities by the Holders from time to time on a delayed or continuous basis; provided, however, if in the opinion of an independent -------- ------- investment banking firm such registration would, if not deferred, materially and adversely affect a proposed business or financial transaction of substantial importance to the Company's financial condition (a "Substantial Business Transaction"), the Company may defer such registration for a single period (specified in such notice) of not more than ninety (90) days. The Company shall use its best efforts to keep such registration continuously effective and current until all of the Registrable Shares covered thereby shall become eligible to be sold pursuant to the provisions of Rule 144(k) under the Securities Act or any successor thereto. Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Company that: (i) cause a Shelf Registration Statement the Company has received an opinion of counsel that the making of offers and sales pursuant to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests registration would require the Company to make such filing additional disclosure by amending or supplementing a prospectus included in the registration statement for the registration (yother than information with respect to the Holders of Registrable Securities, the plan of distribution thereof or the sale thereof) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts the Board of Directors of the Company has determined that making such disclosure would not be in the best interest of the Company's shareholders, the Company shall have the right to cause suspend sales under the registration. Upon receipt of any such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed notice, each Holder of Registrable Securities will forthwith discontinue such Holder's disposition of such Registrable Securities pursuant to clause the registration until the Company shall have provided notice that such Holder may resume such disposition (each such period of discontinuation of disposition, a "Black-Out Period"); provided that (i) (no Black-Out Period shall be effective unless a comparable Black-Out Period shall be applicable to sales by the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement Company's officers and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading directors; and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by no Black-Out Period shall be effective at any time when the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements is publicly selling shares of the Securities Act and the rules and regulations Common Stock of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECCompany.

Required Registration. The (a) After Company’s receipt of a written request from the Holders of Registrable Securities holding at least 10% of the Registrable Securities outstanding as of the Effective Date to effect a Shelf Registration, and subject to Section 7(c), Company shall (i) use commercially reasonable efforts to cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) Commission within 120 days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”)date of such request. Each Holder agrees, severally but not jointly, as to which any Shelf Registration is being effected agrees to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as until the Holders hold earliest to occur of (i) the expiration of two years from the date the Commission declares the Shelf Registration Statement effective, (ii) the day after the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (iii) the first date on which there shall cease to be any Registrable SecuritiesSecurities covered by the Shelf Registration Statement. The Company further agrees, if necessary, to promptly 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 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 SECCommission. (b) At any time the Shelf Registration Statement is not effective (other than a temporary suspension of effectiveness, for a period not exceeding 90 days, due to any stop order, injunction or other requirement of the Commission or other governmental agency or court applicable to the Shelf Registration Statement) and after receipt of a written request from the Holders of at least 10% of the Registrable Securities then outstanding requesting that Company effect a registration under the Securities Act covering such Registrable Securities (a “Demand Registration”), and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within 10 Business Days from the date of the aforementioned Company’s notice) to have Registrable Securities included in such Demand Registration thereof pursuant to this Section 2. Thereupon Company shall, as expeditiously as is possible, use its commercially reasonable efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that Company shall not be required to effect more than two (2) registrations of any Registrable Securities pursuant to this Section 2 unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable short form) under the Securities Act, in which event there shall be no limit on the number of such registrations pursuant to this Section 2. (c) A registration will not count as a Demand Registration until it has become effective (unless the requesting Holders withdraw all their Registrable Securities and Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration unless the requesting Holders pay all registration expense in connection with such withdrawn registration); provided, however, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court (other than because of a violation of applicable law by a Holder) and remains in effect for more than 90 days or is withdrawn because of any development affecting Company, such registration will be deemed not to have been effected and will not count as a Demand Registration. (d) If the managing underwriter of a Demand Registration shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the Demand Registration would materially and adversely affect the distribution of such Registrable Securities, then all selling Holders shall reduce the amount of Registrable Securities each intended to distribute through such offering on a pro-rata basis.

Required Registration. (a) The Company shall (i) cause file a Shelf Registration Statement to be filed "shelf" registration statement with the SEC (x) within thirty (30) days covering all of the date that a Holder requests Registrable Securities (the "Shelf Registration Statement") as soon as practicable and in no event more than 30 days after the Closing Date and the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) shall use its commercially reasonable efforts to cause have such Shelf Registration Statement to be declared effective by the SEC as promptly soon as possible practicable thereafter, but in any no event no later than sixty (60) days the 120th day after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingClosing Date. The Company agrees to use its commercially reasonable efforts to keep such Shelf Registration Statement Continuously Effective until such time as (i) all of the Registrable Securities have been sold by the Holders or (ii) this Agreement terminates in accordance with Section 11.3, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Shelf Registration Statement continuously effective or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations, or instructions applicable to the registration form used by the Company for as long as such Shelf Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder. (b) In addition, if for any reason, the Shelf Registration Statement is not kept Continuously Effective, in addition to any other claims the Holders hold may have for breach of contract, the Holders shall have the right to request in writing (a "Request") (which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof, which may include sales for cash or dispositions upon exchange or conversion of securities or dispositions for any form of consideration or no consideration) that the Company register such portion of such Holders' Registrable Securities as shall be specified in the Request (a "Demand Registration") by filing with the SEC, as soon as practicable thereafter, but not later than the 30th day after the receipt of such a Request by the Company, a registration statement (a "Demand Registration Statement") covering such Registrable Securities, and the Company shall use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter, but in no event later than the 120th day after the receipt of such a Request. The Company further agreesagrees to use its commercially reasonable efforts to keep such Demand Registration Statement Continuously Effective for the period specified in the Request, as extended by the length of any Suspension Period (as defined in Section 7) with respect thereto (or for such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement shall have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to promptly supplement the Demand Registration Statement or amend the Shelf related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Demand Registration Statement or by the Securities Act Act, the Exchange Act, any state securities or by blue sky laws, or any other rules and regulations thereunder; provided that such period during which the Demand Registration Statement shall remain Continuously Effective shall, in the case of an Underwritten Offering, be extended for such period (if any) as the underwriters shall reasonably require, including to satisfy, in the judgment of counsel to the underwriters, any prospectus delivery requirements imposed by applicable law. The Company shall not be obligated to effect more than three (3) Demand Registrations pursuant to Requests. For purposes of the preceding sentence, a Demand Registration shall not be deemed to have been effected, (i) unless a Demand Registration Statement with respect thereto has become effective, (ii) if after such Demand Registration Statement has become effective, the offer, sale or distribution of Registrable Securities thereunder is prevented by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity for shelf registrationsany reason not attributable to any Holder and such effect is not thereafter eliminated, or (iii) if the conditions to closing specified in the underwriting agreement entered into in connection with such Registration are not satisfied or waived, other than by reason of a failure on the part of any Holder. If the Company shall have complied with its obligations under this Agreement, a right to a Demand Registration pursuant to this Section 3(a) shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been sold or distributed pursuant to the Demand Registration Statement, and (y) the date as of which such Demand Registration shall have been Continuously Effective for the period specified in the preceding paragraph following the effectiveness of such Demand Registration Statement. Any Request made pursuant to this Section 3.1 shall be addressed to the attention of the Secretary of the Company, and shall specify (a) the number of Registrable Securities to be Registered, (b) the intended method of distribution thereof and the requested period of effectiveness, and (c) that the request is for a Demand Registration pursuant to this Section 3(a). (c) The Company may not include in a Demand Registration pursuant to Section 3.1 hereof, shares of Common Stock for the account of the Company or any subsidiary of the Company, but, if and to the extent required by a contractual obligation existing on the date hereof, may, subject to compliance with Section 3.1(d), include shares of Common Stock for the account of any other Person who holds shares of Common Stock entitled to be included therein; provided, however, that, except to the extent modified with the consent of the Holders, if the Underwriters' Representative of any offering described in this Section 3.1 shall have informed the Holders in writing that in its judgment there is a Maximum Number of shares of Common Stock that all Holders and any other Persons desiring to participate in such Registration may include in such offering, then the Company shall include in such Demand Registration all Registrable Securities requested to be included in such Registration by the Holders together with up to such additional number of shares of Common Stock that any other Persons entitled to participate in such Registration desire to include in such Registration up to the Maximum Number that the Underwriters' Representative has informed the Holders may be included in such Registration without materially and adversely affecting the success or pricing of such offering; provided that the number of shares of Common Stock to be offered for the account of all such other Persons participating in such Registration shall be reduced in a manner determined by the Company in its sole discretion. (d) No Holder may participate in any underwritten offering under Section 3.1 hereof and no other Person shall be permitted to participate in any such offering pursuant to Section 3.1 hereof unless it completes and executes all customary questionnaires, powers of attorney, custody agreements, underwriting agreements, and other customary documents required under the customary terms of such underwriting arrangements. In connection with any underwritten offering under Section 3.1 hereof, each participating Holder and the Company agrees to furnish and each other Person shall be a party to the Holders copies of any such supplement or amendment promptly after its being used or filed underwriting agreement with the SECunderwriters and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefit of the underwriters; provided that the Holders shall not be required to make representations and warranties with respect to the Company and its Subsidiaries or their business and operations and shall not be required to agree to any indemnity or contribution provisions less favorable to them than as are set forth herein.

Required Registration. The (a) Company shall (i) use its reasonable best efforts to cause a Shelf Registration Statement to be filed with and declared effective by the SEC Commission as soon as practicable following the earlier of (xi) within thirty (30) days of the date that a Holder requests such time as the Company is eligible to make such filing or (y) register its securities on such other date as mutually agreed by the Company and a Holder, Form S-3 and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by thirteen (13) months following the SEC as promptly as possible but in any event no later than sixty (60) days after closing of the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”)Closing Date. Each Holder agrees, severally but not jointly, as to which any Shelf Registration is being effected agrees to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Holder holds Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 SECCommission. (b) At any time following the Closing Date when the Shelf Registration Statement covering all Registrable Securities is not effective and after receipt of a written request from the Holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at least 10% of the Registrable Securities outstanding as of the Closing Date (a “Demand Registration”), and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within 10 Business Days from the date of such Holder’s receipt of the aforementioned Company’s notice) to have Registrable Securities included in such Demand Registration thereof pursuant to this Section 2(b). Thereupon Company shall, as expeditiously as is possible, use its reasonable best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that Company shall not be required to effect more than two (2) registrations of any Registrable Securities pursuant to this Section 2, unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable short form) under the Securities Act, in which event there shall be no limit on the number of such registrations pursuant to this Section 2. (c) A registration will not count as a Demand Registration until it has become effective (unless the requesting Holders withdraw all their Registrable Securities and Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration unless the requesting Holders pay all registration expense in connection with such withdrawn registration); provided, however, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court or is withdrawn because of any development affecting Company, such registration will be deemed not to have been effected and will not count as a Demand Registration. (d) If the managing underwriter of a Demand Registration shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the Demand Registration would materially and adversely affect the distribution of such Registrable Securities, then all selling Holders shall reduce the amount of Registrable Securities each intended to distribute through such offering on a pro-rata basis.

Required Registration. Each Subscriber has indicated in the space provided on the signature page to this Agreement the number of Shares of Registration Stock that the Subscriber desires to sell from time to time into the market immediately after the closing of the Offering and that the Subscriber desires to have included in a registration to be made by the Corporation. The Company shall Corporation shall, as expeditiously as possible after the closing of the Offering: (i) cause a Shelf Registration Statement to be filed prepare and file with the SEC Commission a registration statement with respect to the Registration Stock, use its best efforts to cause it to become and remain effective until the earliest of (xi) within thirty (30) days of two years after the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a HolderClosing, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after expiration of the Shelf Registration Statement is filed pursuant to clause (iholding period for restricted stock under Rule 144(d) (or any successor rule) of the “Shelf Registration”). Each Holder agreesCommission, severally but not jointlyor (iii) until all of the Registration Stock shall have been sold in accordance with such registration, and pay all Registration Expenses in connection therewith; (ii) prepare and file with the Commission such amendments and supplements to furnish such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the Company (i) in writing, all information provisions of the Securities Act with respect to such Holder that delivery of prospectuses for the Company reasonably deems required or advisable period during which the information contained in the prospectus would not have to be included in updated pursuant to Section 10(a)(3) of the Shelf Registration Statement and Securities Act; provided, however, that if at any other information necessary to make any time during such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers period of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, effectiveness the Company shall provide drafts thereof request that sellers of Registration Stock registered pursuant to such registration statement withhold their Shares of Registration Stock from sale because of the Corporation's temporary inability to furnish such sellers with a prospectus meeting the requirements of the Securities Act (other than as a result of the application of Section 10(a)(3) of the Securities Act), such sellers shall refrain from selling such Registration Stock on the condition that the Corporation shall file such amendments and supplements to such registration statement and prospectus issued in connection therewith as may be necessary in order to permit the sale of the Registration Stock to the Purchaser and its counsel, and public in compliance with the Purchaser and its counsel shall be given Securities Act as expeditiously as reasonably possible; (iii) furnish to each seller such number of copies of a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, prospectus in the form in which it becomes effective, will conform in all material respects conformity with the requirements of the Securities Act Act, and such other documents, as such seller may reasonably request in order to facilitate the rules and regulations public sale or other disposition of the SEC thereunder and will Registration Stock owned by the seller; and (iv) use its best efforts to register or qualify the Registration Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each such seller shall reasonably request (not contain an untrue statement of a material fact or omit to state a material fact required to exceeding five in number unless otherwise agreed by the Corporation) as shall be stated therein or necessary to make reasonably appropriate for the statements therein, in the light distribution of the circumstances under which they were madeRegistration Stock covered by such registration statement, provided that the Corporation shall not misleading. The Company agrees be required in connection therewith or as a condition thereto to use its commercially reasonable efforts qualify to keep the Shelf Registration Statement continuously effective for as long as the Holders hold do business or to file a general consent to service of process in any Registrable Securities. The Company further agrees, if necessary, to promptly supplement such states 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 or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsjurisdiction, and do any and all other acts and things which may be necessary or desirable to enable such seller to consummate the Company agrees to furnish to public sale or other disposition of the Holders copies of any Registration Stock in such supplement or amendment promptly after its being used or filed with the SEC.jurisdictions;

Required Registration. The Company Parent shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use its commercially reasonable efforts to (i) file a post-effective amendment to the Registration Statement on Form S-3 registering the resale of the Registrable Shares within 60 days following the Closing Date (the “AMENDMENT”), so long as the holders of such Registrable Shares shall provide the information necessary for inclusion therein in a timely manner to enable Parent to file the Amendment within such period, (ii) to cause such Shelf Registration Statement Amendment to be declared effective by the SEC as promptly soon thereafter as possible but and in any event no later than sixty one hundred eighty (60180) days after following the Shelf Registration Statement is filed pursuant Closing Date, (iii) to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to file such Holder amendments or supplements as may be necessary so that the Company reasonably deems required or advisable to be included prospectus contained in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and Amendment will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under which they were madeapplicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as Holder may reasonably request and that would permit or facilitate the sale of all Holder’s Registrable Shares (provided, however, that Parent shall not misleading. The Company agrees be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and in each case Parent will use its commercially reasonable efforts to keep cause such Amendment and all other such registrations, qualifications and compliances to be declared effective as promptly as practicable thereafter. As soon as reasonably practicable after the Shelf Registration Statement continuously effective for as long as Closing Date, Parent will provide to each holder of Registrable Securities a questionnaire setting forth the Holders hold any information that Parent will require from each such holder to include such holder’s Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend Shares in the Shelf Registration Statement, if required by . If Holder shall fail to furnish such information to Parent within twenty (20) days following the rules, regulations or instructions applicable date on which such questionnaire shall be delivered to the registration form used by Holders, Parent may exclude Holder from the Company for such Shelf Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECStatement.

Required Registration. (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by on a pro rata basis based on the total number of unregistered Shares held by such Holders (such reduced Registrable Securities, the “415 Cutback Shares”). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement, including the 415 Cutback Shares (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent. (b) The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use its commercially reasonable efforts to cause such Shelf each Registration Statement or any post-effective amendment thereto to be declared effective by the SEC Commission as promptly soon as possible but in any event no later than sixty practicable (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesincluding, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Initial Registration Statement and any other information necessary to make any such information previously furnished to or the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesNew Registration Statement, powers as applicable, filing with the Commission a request for acceleration of attorney, indemnities and other documents reasonably required by effectiveness in accordance with Rule 461 promulgated under the Company at least Securities Act within five (5) days prior to Business Days after the anticipated filing date. Prior to filing date that the Shelf Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof will not be “reviewed,” or not be subject to the Purchaser and its counsel, further review and the Purchaser and its counsel effectiveness of such Registration Statement may be accelerated), shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf each Registration Statement continuously effective for under the Securities Act until the earlier of (i) such time as long as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders hold any Registrable Securitiesor (ii) the date that is one (1) year following the Closing Date (the “Effectiveness Period”). The Company further agrees, if necessary, to shall promptly supplement notify the Holders via facsimile or amend electronic mail of the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf effectiveness of a Registration Statement or by any post-effective amendment thereto on or before the Securities Act or by any other rules and regulations thereunder for shelf registrations, and first Trading Day after the date that the Company telephonically confirms effectiveness with the Commission. (c) Each Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire in the form attached to this Agreement as Annex B or in a form mutually agreeable between the Parties. At least ten (10) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Shareholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a Selling Shareholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling Shareholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Shareholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Shareholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Shareholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Shareholder Questionnaire or request for further information as described in this Section 2(c) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. (d) Notwithstanding anything to the contrary herein, at any time after any Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is not, in the good faith judgment of the Company, in the best interests of the Company (a “Grace Period”); provided, however, the Company shall promptly (i) notify the Holders copies in writing (including via facsimile or other electronic transmission) of any the existence of material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to file a supplement or amendment promptly after its post-effective amendment, as applicable, and the date on which such Grace Period will begin, and (ii) notify the Holders in writing (including via facsimile or other electronic transmission) of the date on which the Grace Period ends; provided, further, that no single Grace Period shall exceed thirty (30) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not exceed an aggregate of sixty (60) days (each Grace Period complying with this provision being used or filed with an “Allowable Grace Period”). For purposes of determining the SEClength of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) above and the date referred to in such notice; provided, however, that no Grace Period shall be longer than an Allowable Grace Period.

Required Registration. The (a) In the event that all or any portion of the Registrable Securities are not included on the Uplist S-1, the Company shall (i) cause prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a Shelf Registration Statement covering the resale of all of the Registrable Securities that are not included on the Uplist S-1 (the “Initial Registration Statement”); provided that should any event following the date hereof result in the maximum number of shares of Common Stock issuable upon exercise of the Warrants, Note Conversion Pre-Funded Warrants or Uplist Conversion 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. Subject to the terms of this Agreement, the Company shall cause each Registration Statement required to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement under this Agreement to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf applicable Effectiveness Deadline, and shall keep such Registration Statement is filed pursuant to clause Statements continuously effective under the Securities Act until the earlier of: (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities, or (ii) the two year anniversary of the date of this Agreement (the “Shelf RegistrationEffectiveness Period”). Each Holder agrees, severally but not jointly, to furnish to The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Company (i) in writing, all information with respect to such Holder Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company reasonably deems telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished by Rule 424. Notwithstanding anything contained herein to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECcontrary, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, include in the form in which it becomes effective, will conform in Uplist S-1 all material respects with the requirements of the Securities Act and Registrable Securities. (b) Notwithstanding the rules and regulations registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the SEC thereunder and will not contain an untrue statement of Registrable Securities cannot, as a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light result of the circumstances under which they were madeapplication of Rule 415, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective be registered for resale as long as the Holders hold any Registrable Securities. The Company further agreesa secondary offering on a single registration statement, if necessary, to promptly 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 or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on such appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09 of the Commission. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise: (i) directed in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce Registrable Securities represented by Note Conversion Pre-Funded Warrant Shares (applied, in the case that some Note Conversion Pre-Funded Warrant Shares may be registered, to the Holders copies on a pro-rata basis based on the total number of any unregistered Note Conversion Pre-Funded Warrant Shares held by such supplement Holders); d. Third, the Company shall reduce Registrable Securities represented by Uplist Conversion Warrant Shares (applied, in the case that some Uplist Conversion Warrant Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Uplist Conversion Warrant Shares held by such Holders); e. Fourth, the Company shall reduce or amendment promptly after its being used or filed with eliminate Registrable Securities represented by Warrant Shares (applied, in the SEC.case that some Warrant Shares may be registered, to the Holders on a pro-rata basis based on the total number of unregistered Warrant Shares held by such Holders); and

Required Registration. The Company (a) Commencing on June 30, 1998, if and whenever Onsite shall (i) receive a written request therefor from Initiating Holders, Onsite agrees to prepare and file promptly a registration statement under the Securities Act covering the shares of Registrable Securities which are the subject of such request and agrees to use its best efforts to cause a Shelf Registration Statement such registration statement to become effective as expeditiously as possible. Upon the receipt of such request, Onsite agrees to give promptly written notice to all Holders of Registrable Securities that such registration is to be filed with effected. Onsite agrees to include in such registration statement such shares of Registrable Securities for which it has received written requests to register such shares by the SEC (x) Holders thereof within thirty (30) days after the receipt of written notice from Onsite. (b) Onsite shall be obligated to prepare, file and cause to become effective one and only one registration statement pursuant to this Section 2, on a form of registration statement other than Form S-3. Onsite shall be obligated to effect no more than three registrations on Form S-3 under this Section 2. Any registration initiated pursuant to this Section 2 hereof shall not count as a registration for the purposes of the date that a Holder requests limitation set forth above in this Section 2(b) unless and until such registration shall have become effective and sixty-seven percent (67%) of the Registrable Securities initially included in the first filing by the Company with the Commission shall have been actually sold; provided however that all registration statements filed on a "delayed basis" pursuant to make Rule 415 of the Securities Act shall be counted as a registration whether or not securities are sold thereunder. (c) The Holders may, before such filing Registration Statement becomes effective, withdraw their Registrable Securities from sale, should the terms of sale not be reasonably satisfactory to it; however, such Demand Registration shall be deemed to have occurred for the purposes of Section 2(b) hereof, unless such withdrawal is more than 5 days prior to the effective date of such Registration Statement. If there is no other seller after the withdrawal of the Holders, the Holders shall pay all of the out- of-pocket expenses of Onsite incurred in connection with such registration within thirty (30) days after receipt of a written itemization of such expenses. (d) Onsite shall not be required by this Section 2 to effect a registration of Registrable Securities pursuant to any registration statement, other than on Form S-3, unless the proposed number of the securities to be included in such registration shall be at least one million shares. (e) If the Holders initiating a request for the registration of Registrable Securities pursuant to this Section 2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, Onsite will select and obtain the investment banker or investment bankers and manager or managers that will administer the offering. In such event the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (y) on such other date as unless otherwise mutually agreed by the Company Holders of a Majority of the Registrable Securities initiating such request for registration and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting agree to enter into (together with Onsite) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a Holdermajority of the shares of Registrable Securities to be included in such registration. (f) Notwithstanding any other provision of this Section 2, if the managing underwriter of an underwritten distribution advises Onsite and the Holders of Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities requested to be included in such registration exceeds the number of shares of Registrable Securities which can be sold in such offering, then (i) the number of shares of Registrable Securities so requested to be included in such registration shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering and (ii) use commercially reasonable efforts this reduced number of shares shall be allocated among all Holders thereof in proportion, as nearly as practicable, to cause the respective number of shares of Registrable Securities held by such Shelf Registration Statement Holders at the time of filing the registration statement. Those Registrable Securities and other securities which are excluded from the underwriting by reason of the managing underwriter's marketing limitation and all other Registrable Securities not originally requested to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but so included shall not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in such registration. (g) If the Shelf Registration Statement and any other information necessary managing underwriter has not limited the number of Registrable Securities to make any such information previously furnished be underwritten, Onsite and, subject to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of Section 7 hereof, other holders of Onsite's securities, may include securities for its (or their) own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities Act which would otherwise have been included in such registration and the rules and regulations of the SEC thereunder and underwriting will not contain an untrue statement of a material fact or omit to state a material fact required to thereby be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEClimited.

Required Registration. The (a) On or before May 22, 2001, the Company shall prepare and file a registration statement on Form S-3 under the Securities Act, covering the Restricted Stock and shall use its best efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earliest to occur of (i) cause the date the Restricted Stock covered thereby has been sold, (ii) the date by which all Restricted Stock covered thereby may be sold under Rule 144 without restriction as to volume, or (iii) the date which is the twenty-fourth month anniversary of the Closing Date, except for the Warrant Shares, the date which is the forty-second month anniversary of the Closing Date. (b) Following the effectiveness of a Shelf Registration Statement registration statement filed pursuant to be filed with this section, the SEC (x) within Company may, at any time, suspend the effectiveness of such registration for up to thirty (30) days days, as appropriate (a "Suspension Period"), by giving notice to the Holders of the date that a Holder requests Restricted Stock, if the Company shall have determined that the Company may be required to make disclose any material corporate development which disclosure may have a Material Adverse Effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods may occur during any twelve-month period. The Company shall use its best efforts to limit the duration and number of any Suspension Periods. The Holders of Restricted Stock agree that, upon receipt of any notice from the Company of a Suspension Period, the Holders of Restricted Stock shall forthwith discontinue disposition of Restricted Stock covered by such filing registration statement or prospectus until the Holders of Restricted Stock (yi) on such other date as mutually agreed are advised in writing by the Company and that the use of the applicable prospectus may be resumed, (ii) have received copies of a Holdersupplemental or amended prospectus, if applicable, and (iiiii) use commercially reasonable efforts to cause such Shelf Registration Statement have received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. (c) If the registration statement required to be filed pursuant to Section 7.1(a) has not been filed by the Company with the Commission by the fifth (5th) day following the Closing Date or has not been declared effective by the SEC as promptly as possible but in any event no later than Commission within sixty (60) calendar days after the Shelf Closing Date (either event, a "Registration Statement Default"), then following such Registration Default and until such Registration Default is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required cured by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto such registration statement with the SECCommission and such registration statement being declared effective by the Commission (a "Registration Cure"), the Company shall provide drafts thereof pay to the Purchaser and its counselInvestor an amount (the "Default Payment") equal to the product of (x) one thirtieth of one percent of the Required Payment paid by the Investor on the Closing Date, multiplied by (y) the number of days which elapse between the date of the Registration Default and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf date of the Registration StatementCure (the "Registration Default Period"). The Shelf Default Payment may be paid in either cash or additional Shares, such form of payment to be determined at the election of the Company each 30 days during the Registration StatementDefault Period up to the 150th day following the date of this Agreement and thereafter to be determined at the election of the Investor each 30 days during the Registration Default Period, in the form in which it becomes effective, will conform in all material respects with the requirements number of additional Shares calculated based upon the closing price of the Securities Act and Company's Common Stock on the rules and regulations Nasdaq National Market on the trading day immediately prior to the end of the SEC thereunder and will not contain an untrue statement of a material fact or omit period with respect to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingsuch Default Payment relates. The Company and the Investor agree that the damages resulting from a Registration Default would be difficult or impossible to determine and that the Default Payment represents a reasonable approximation of the anticipated damages. Accordingly, the Investor agrees to use its commercially reasonable efforts to keep that the Shelf receipt of the Default Payment shall be Investor's sole and exclusive remedy under this Agreement or otherwise for a Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agreesDefault, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by and in no event shall the Company be liable for such Shelf any lost profits, consequential, special, punitive or similar damages, no matter how identified, resulting from a Registration Statement 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 copies of any such supplement or amendment promptly after its being used or filed with the SECDefault.

Required Registration. The Company shall (i) At any time after the termination of the Merger Agreement, one or more Holders of Registrable Securities shall have the right to request in writing (a "Request") (which Request shall specify the Registrable Securities ------- intended to be disposed of by such Holders and the intended method of distribution thereof) that the Company register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, the Company will, by the fifth business day thereafter, give written notice of such Request to all Holders (a "Notice of --------- Request"), and, not later than the 20th calendar day after the receipt of such ------- Request by the Company, the Company will cause a Shelf Registration Statement to be filed with the SEC a Required Registration Statement covering the Registrable Securities which the Company has been so requested to register in such Request and all other Registrable Securities which the Company has been requested to register by Holders thereof (xother than the Holder(s) initiating the Request) by written request given to the Company within thirty (30) 6 business days after the giving of such Notice of Request, providing for the registration under the Securities Act of the date that a Holder requests Registrable Securities which the Company has been so requested to make register by all such filing Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or (y) on such other date as mutually agreed by the Company and a Holderfurther requests, and (ii) shall use commercially its reasonable best efforts to cause have such Shelf Required Registration Statement to be declared effective by the SEC as promptly soon as possible reasonably practicable thereafter (but in any no event no later than sixty (60) days the 90th calendar day after the Shelf Registration Statement is filed pursuant to clause (ireceipt of such a Request) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such Required Registration Statement continuously effective for as long a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Holders hold any Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities. The Company further agreesSecurities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post- effective amendment or a supplement to promptly supplement the Required Registration Statement or amend the Shelf related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Required Registration Statement or by the Securities Act Act, the Exchange Act, any state securities or by blue sky laws or any other rules and regulations thereunder thereunder. (ii) The Company shall not be required to effect, pursuant to this Section 2(a), (x) the initial Required Registration hereunder unless Parent, or Holders beneficially owning at least 500,000 shares of Common Stock, have initiated or joined in such Request, and (y) any subsequent Required Registration hereunder unless initiated or joined in by Parent, or Holders beneficially owning at least 250,000 shares of Common Stock. (iii) A Request may be withdrawn prior to the filing of the Required Registration Statement by Parent where Parent made such Request (a "Withdrawn --------- Request") and a Required Registration Statement may be withdrawn prior to the ------- effectiveness thereof by the Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such ------------------------------- event, such withdrawal shall not be treated as a Required Registration for purposes of Section 2(a)(v). (iv) Notwithstanding the foregoing, the Company may delay the filing of a Registration Statement required pursuant to this Section 2(a) or suspend sales under the shelf registrationsRegistration Statement if the Board of Directors of the Company, by a majority vote, determines that such filing would adversely affect any contemplated corporate event (including, without limitation, causing premature disclosure of corporate information) or if the Company in good faith intends to raise capital in the public or capital markets within 30 days; provided, however, that such delay shall not exceed 90 days (a "Blackout -------- Period"); provided further that after any initial Blackout Period the Company ------ may not invoke a subsequent Blackout Period until 12 months elapse from the end of any previous Blackout Period and the number of days in each Blackout Period shall be deemed to effect a day-for-day extension of the three-year period referred to in the first sentence of this Section 2(a) and the first sentence of Section 2(b), and the Company agrees three-year period referred to furnish in the proviso to the second sentence of Section 6(a); and provided further that no delay in filing a Registration Statement or suspension of sales under the shelf Registration Statement shall be permitted as a result of the Company's good faith intention to raise capital in the public or capital markets during the first six months following effectiveness of the shelf Registration Statement (such six month period to be extended for the number days during which the Company invokes any Blackout Period pursuant to the Board of Directors of the Company, by a majority vote, determining that such filing would adversely affect any contemplated corporate event (including, without limitation, causing premature disclosure of corporate information)). (v) The Holders copies shall be entitled to a total of 3 Required Registrations during the term of this Agreement. The Holders, in their sole discretion, may make one such Required Registration a Required Shelf Registration in accordance with Section 2(b). (vi) If a Required Registration pursuant to this Section 2(a) involves an Underwritten Offering, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable Securities requested to be included in such Required Registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the Registrable Securities being offered, the Company will include in such Required Registration only the amount of Registrable Securities that the Company is so advised can be sold in such offering; provided, however, that the Company shall be required to include in such Required Registration first, all Registrable Securities requested to be included in the Required Registration by the Holders and, to the extent not all such Registrable Securities can be included in such Required Registration, the number of Registrable Securities to be included shall be allocated pro rata on the basis of the number of shares of Common Stock beneficially owned at that time by all the Holders requesting to participate in the Required Registration or on such other basis as shall be agreed among the Holders, by agreement of the Majority Holders; and second, if all Registrable Securities requested to be included in the Required Registration by the Holders can be so included, all other securities requesting, in accordance with any registration rights which are granted in compliance with Section 6(a), to be included in such supplement or amendment promptly after its being used or filed with Required Registration which are of the SECsame class as the Registrable Securities and, to the extent not all such securities can be included in such Required Registration, the number of securities to be included shall be allocated pro rata among the holders thereof requesting inclusion in such Required Registration on the basis of the number of securities requested to be included by all such Holders. (vii) The registration rights granted pursuant to the provisions of this Section 2(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Required Registration. The As promptly as practicable after the Closing, Parent agrees to register (1) all of the shares of Parent Common Stock received by the shareholders of the Company shall (i) cause a Shelf Registration Statement to be filed in connection with the SEC Merger and (x2) within thirty (30) days all of the date that shares of Parent Common Stock received by certain affiliates of Parent, who are listed on Section 8.03 of the Parent Disclosure Schedule, in connection with the Domestication (together, all the shares referred to in items (1) and (2) of this Section 8.03 are referred to herein as the “Registrable Shares”) pursuant to a Holder requests the Company to make such filing registration statement on Form S-1 or (y) on such other date form as mutually agreed by may be appropriate for Parent to use at the Company and a Holder, and (ii) use commercially reasonable efforts to cause time of such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) registration (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to Parent shall maintain the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in effectiveness of the Shelf Registration Statement and until such time as Parent reasonably determines, based on an opinion of counsel, that the holders of Registrable Shares will be eligible to sell all of the shares of Parent Common Stock then owned by them without the need for continued registration of such shares, during the three month period immediately following the proposed termination of the effectiveness of the Shelf Registration. Parent’s obligations contained in this Section shall terminate on the fifth anniversary of the Effective Date. The term Registrable Shares shall also include any other information necessary to make any such information previously furnished shares of Parent Common Stock issued to the Company holders of Registrable Shares in respect of such shares by way of stock dividend or stock split or in connection with any combination or subdivision of shares, recapitalization, merger or consolidation or reorganization; provided however, that, as to any particular shares of Parent Common Stock, such Holder not misleading shares will cease to be Registrable Shares when they have been sold pursuant to a registration statement or in a transaction exempt from the registration and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale and the rules purchaser and regulations seller receive an opinion of counsel from Parent, which shall be in form and substance reasonably satisfactory to the purchaser and seller and their respective counsel, to the effect that such stock in the hands of the SEC thereunder and will not contain an untrue statement of a material fact purchaser is freely transferable without restriction or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances registration under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 or by the Securities Act in any public or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECprivate transaction.

Required Registration. At any time -------------------- --------------------- after the date hereof, when Tracinda Beneficially Owns more than 5% of the outstanding shares of Voting Securities, Tracinda shall have the right, by written notice (the "Registration Notice") to the Company, to require the Company to use reasonable efforts to register (the "Required Registration") under the Securities Act of 1933 as amended (the "Securities Act") all or any portion (representing at least 3% of the Voting Securities then outstanding) of the Tracinda Shares then owned by Tracinda (the "Registrable Securities"), for sale in an underwritten public offering; provided that the Company shall -------- be obligated to register such Registrable Securities pursuant to this Section 3(b) on only two occasions. The Company shall be entitled to sell shares of Voting Securities (i) cause a Shelf Registration Statement to be filed newly issued or from shares held in treasury) pursuant to such Required Registration unless the managing underwriters of such Required Registration believe that such inclusion would adversely affect the success of the proposed offering by Tracinda. The investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Company; provided that the lead managing underwriter(s) shall be reasonably acceptable to Tracinda. Upon receipt of such Registration Notice, the Company will, as promptly as practicable, prepare and file with the SEC Securities and Exchange Commission (xthe "SEC") within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially its reasonable efforts to cause such Shelf Registration Statement to be declared become effective by the SEC as promptly as possible but promptly, and in any event no later than sixty within 90 days from its receipt of the Registration Notice a registration statement under the Securities Act for public sale in an underwritten public offering of the number of Registrable Securities specified in the Registration Notice; provided, however, that the -------- ------- Company shall be entitled to defer any such filing (60y) which would result in - an effective registration statement within six months of an underwritten offering by the Company of its equity securities for its own account or (z) - for a period of up to 180 days after upon a determination by the Shelf Registration Statement is filed pursuant to clause (i) (Company's Board of Directors that the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish filing of a registration statement at such time would be detrimental to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished due to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement pendency of a material fact acquisition or omit to state a material fact required to be stated therein financing or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially for other reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SECcause.

Required Registration. The (a) Subject to Section 6.1(b), the Company shall (i) cause a Shelf Registration Statement no later than 75 days after the Closing Date, subject to be filed receipt of necessary information from the Purchasers, prepare and file with the SEC (x) within thirty (30) days a registration statement covering the resale of all of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) Registrable Securities (the “Shelf RegistrationRegistration Statement”). Each Holder agrees, severally but not jointly, to furnish . (b) Notwithstanding anything herein to the Company (i) contrary, in writing, all information with respect to such Holder the event that the Company, in its sole discretion, decides to limit the amount of shares of Common Stock that may be included in the Registration Statement (such number of shares of Common Stock which the Company reasonably deems required or advisable decides to include in the Registration Statement, the “Allowable Maximum”), the number of Registrable Securities sought to be included in the Shelf Registration Statement shall be cutback and removed from the Registration Statement until the aggregate number of such Registrable Securities to be included in the Registration Statement equals the Allowable Maximum. Such cutbacks will be in the following order: (i) first there shall be excluded any securities of the Company included or to be included in the Registration Statement, whether pursuant to piggyback or demand registration rights or otherwise requested to be included, other information necessary than the Registrable Securities, the shares of Common Stock to make any such information previously furnished be issued to the Company by such Holder not misleading Placement Agents (the “Placement Agents Shares”), and the shares of Common Stock underlying the warrant(s) to be issued to the Placement Agents (the “Placement Agents Warrant Shares”); next (ii) completed the Placement Agents Warrant Shares shall be excluded; next (iii) the Placement Agents Shares shall be excluded; next (iv) the Warrant Shares shall be excluded; and executed selling shareholder questionnairesnext (v) the Shares shall be excluded, powers until the Allowable Maximum is not exceeded. Except as specified in the preceding sentence, any required cutbacks within each of attorney, indemnities Sections 6.1(b)(iv) and other documents reasonably required by the Company at least five (56.1(b)(v) days prior shall be applied to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto such Holders pro rata in accordance with the SECnumber of Warrant Shares or Shares, the Company shall provide drafts thereof respectively, then-held by such Holders and sought to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon included in such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly 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 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 copies of any such supplement or amendment promptly after its being used or filed with the SEC.