Common use of Required Registration Clause in Contracts

Required Registration. On or prior to the Filing Date 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 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 the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the 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 Note 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 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 additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filing.

Required Registration. On or prior to the Filing Date 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 Registration Statement shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2SB-1, Form SB-2 or Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event 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 by the Purchaser 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 Note 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 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 additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty ninety (3090) days after filing.

Required Registration. On or prior to the Filing Date the Company shall prepare and file with the Commission a Registration Statement covering for resale all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-1, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall (i) not permit any securities other than the Registrable Securities and those securities previously granted piggy-back registration rights as identified in Schedule 2(a) hereof, to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event 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 Note is Preferred Stock or Debentures, as applicable, are 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 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 additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty forty (3040) days after filing.

Required Registration. On or prior to the Filing Date Date, 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 Registration Statement shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2SB-1, Form SB-2 or Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event 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 by the Purchaser 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 PeriodEFFECTIVENESS PERIOD"). If an additional Registration Statement is required to be filed because a majority of the holders of Series B Preferred Stock reasonably determine that the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds may exceed the number of shares of Common Stock initially registered in respect of the Conversion Shares, the Dividend Shares and the Warrant Shares based upon the computation on the Closing Date, the holder[s] shall give the Company written notice of such fact, and the Company shall have twenty (20) Business Days from the date of its receipt of such notice to file such additional Registration Statement, and the . The Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty ninety (3090) days after filing.

Required Registration. On or prior to the Filing Date Date, 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 Registration Statement shall be on Form SB-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2SB-1, Form SB-2 or Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event 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 by the Purchaser 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 a majority of the holders of Preferred Stock reasonably determine that the actual number of shares of Common Stock into which the Note Preferred Stock is convertible and the Warrants are exercisable exceeds may exceed the number of shares of Common Stock initially registered in respect of the Conversion Shares, the Option Shares, the Dividend Shares and the Warrant Shares based upon the computation on the Closing Date, the holders shall give the Company written notice of such fact, and the Company shall have twenty (20) Business Days from the date of its receipt of such notice to file such additional Registration Statement, and the . The Company shall use its reasonable best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty ninety (3090) days after filing.

Required Registration. On or prior to the Filing Date 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 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 the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the 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 Note 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 Interest Shares based upon the computation on the 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 additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty ninety (3090) days after filing.

Required Registration. On or prior to the Filing Date the (a) The Company shall prepare and and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission a the Initial Registration Statement; provided that the Initial Registration Statement covering shall register for resale at the lesser of: (x) the number of share Common Stock equal to 125% of the maximum number of shares of Common Stock issuable upon conversion of the Revolving Note at the initial conversion price thereof, and (y) the maximum number of shares of Common Stock allowable in the event the Commission informs the Company that all Registrable of the Registerable Securities cannot, as a result of the application of Rule 415, be registered for an resale as a secondary offering to be made on a continuous basis pursuant to Rule 415single registration statement (the “Initial Required Registration Amount”) as well as the Warrant Shares. The Registration Statement filed hereunder shall be on Form SB-2 S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-1, in which case such registration shall be on another appropriate form in accordance herewith). The Subject to the terms of this Agreement, the Company shall use its best efforts to cause the 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 prior to the Effectiveness Date, thereof and to shall keep such Registration Statement Statements continuously effective under the Securities Act until such date as is the earlier of of: (xi) the date when that all Registrable Securities covered by such Registration Statement have been sold no longer constitute Registrable Securities, or (yii) the two year anniversary of 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 of this Agreement (the "“Effectiveness Period"”). If an additional The Company shall request effectiveness of a Registration Statement is required to be filed because the actual number as of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the 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 the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filing.5:00 p.m. Eastern

Required Registration. On or prior Subject to the Filing Date terms, conditions and limitations set forth herein, the Company shall prepare and will use its best efforts to (i) file a registration statement (the “Registration Statement”) covering the resale of all of the Registrable Securities 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 Registration Statement shall be on Form SB-2 S-3 (except if unless the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall ) within 30 days following the Closing Date, (ii) use its best efforts to cause the have such Registration Statement to be declared effective under by the Securities Act Commission as promptly as possible after the filing thereof, but in any event prior to the Effectiveness date which is 120 days after the Closing Date, and to keep (iii) cause such Registration Statement continuously to remain effective under until the Securities Act until such date as is the earlier earliest of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (yA) the date on which the Registrable Securities Subscriber may be sold sell all the Shares and the Warrant Shares then held by the Subscriber without any restriction pursuant to Rule 144(k) of the Securities Act and (B) such time as determined all Securities held by the counsel to Subscriber and registered under the Company Registration Statement have been sold (1) pursuant to a written opinion letterregistration statement, addressed (2) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction, and/or (3) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale (the “Registration Period”). To the extent permissible, such Registration Statement also shall include, or subsequently be amended to include, to the Company's transfer agent to extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416 under the Securities Act), such effect (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual indeterminate number of additional shares of Common Stock into which resulting from stock splits, stock dividends or similar transactions with respect to the Note 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 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 additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filingRegistrable Securities.

Required Registration. On or prior to the Filing Date the 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 (thirty) 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 the Registration Statement to be declared effective under the Securities Act as promptly as possible after within ninety (90) days following the filing thereofFiling 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"). 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 Note 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 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 additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty sixty (3060) days after filing.

Required Registration. On or prior to the Filing Date 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 Registration Statement shall be on Form SB-2 S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event 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 Securitie 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 Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Conversion Shares, the Interest 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 the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty ninety (3090) days after filing.

Required Registration. On or (a) The Company shall use its reasonable best efforts to file with the SEC, prior to the Filing Date date that is 180 days after the date hereof, a registration statement (a “Registration Statement”) covering the registration of the resale at any time or from time to time of all Shares pursuant to Rule 415 under the Securities Act and or any similar rule that may be adopted by the SEC (the “Required Registration”). To the extent the staff of the SEC does not permit all of the Shares to be registered on a single Registration Statement, the Company shall prepare and file additional Registration Statement(s) successively trying to register on each such additional Registration Statement the maximum number of remaining Shares until the earlier of (a) all of the Shares have been registered with the Commission a Registration Statement covering SEC, and (b) the date on which all Registrable Securities for an offering to of the remaining Shares may be made on a continuous basis sold without restriction or limitations pursuant to Rule 415144 and without requirement to be in compliance with Rule 144(c)(1) (or any successor thereto). The Registration Statement shall be on Form SB-2 (except if S-3, unless the Company is not then eligible to register for resale the Registrable Securities file a Registration Statement on Form SB-2S-3 under the Securities Act, in which case such registration (i) the Registration Statement shall be on another Form S-11 or other appropriate form in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act which the Company is then eligible to file and (ii) the Company shall undertake to register the Shares on Form S-3 as promptly soon as possible after such form is available, provided that the filing thereof, but Company shall maintain the effectiveness of the Registration Statement then in any event prior effect until such time as a Registration Statement on Form S-3 covering the Shares has been declared effective by the SEC. Notwithstanding anything to the Effectiveness Datecontrary included in this Agreement, and the Company shall not be required to keep such file the Registration Statement continuously effective under pursuant to this Agreement if, at the Securities Act until such date as time the Company is required to file the earlier of (x) the date when Registration Statement, all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities Shares may be sold without any restriction or limitation pursuant to Rule 144(k) as determined by 144 and without 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 requirement to be filed because in compliance with Rule 144(c)(1) (or any successor thereto) under the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the 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 the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filingSecurities Act.

Required Registration. On or prior to the Filing Date the (a)(i) The Company shall prepare and and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission a 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 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 being increased because of the application of any provisions thereof, the Company shall promptly file an offering amendment to be made on a continuous basis pursuant to Rule 415the Initial Registration Statement providing for registration of such additional shares. The Registration Statement filed hereunder shall be on Form SB-2 (except if S-1 in connection with the First Closing. Subject to the terms of this Agreement, 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 the 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 prior to no later than the applicable Effectiveness DateDeadline, and to shall keep such Registration Statement Statements continuously effective under the Securities Act until such date as is the earlier of of: (xi) the date when that all Registrable Securities covered by such Registration Statement have been sold no longer constitute Registrable Securities, or (yii) the two year anniversary of 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 of this Agreement (the "“First Closing Effectiveness Period"” or the “Effectiveness Period”). If an additional The Company shall telephonically request effectiveness of a Registration Statement is required to be filed because the actual number as of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the 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 the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filing.5:00 p.m. Eastern

Required Registration. On or prior to Not later than the 90th day after the Closing Date (the “Initial Filing Date the Company Deadline”), Acquiror shall prepare and file with the Commission a Registration Statement covering 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”) and will effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations, and the listing requirements of any applicable exchange or similar obligations) as any selling Holder may reasonably request and that would permit or facilitate the sale of Registrable Securities for an offering Shares (provided however that Acquiror shall not be required in connection therewith to be made on qualify to do business or to file a continuous basis pursuant general consent to Rule 415service of process in any such state or jurisdiction). 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 the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the 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 Note 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 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 additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event not later than thirty one hundred eighty (30180) days after filingthe Closing Date (the “Required Registration Date”). All other applicable registrations, qualifications and compliances necessary to allow the Registrable Shares to be freely tradable shall also be completed by the Required Registration Date. Acquiror will maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances until the earlier of the one year anniversary of the Closing of the Merger or the earlier sale by the Target Shareholders of all of the shares of Acquiror Common Stock registered thereunder (the “REGISTRATION EFFECTIVE PERIOD”). After the date the Registration Statement is first declared effective, the Holders will be permitted (subject in all cases to the provisions of Section 6(c)) to offer and sell Registrable Shares during the Registration Effective Period in the manner described in the Registration Statement provided that the Registration Statement remains effective and has not been suspended.

Required Registration. On or prior to the Filing Date Date, 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 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 reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event 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 by the Holders 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 holders of a majority of the principal amount outstanding under the Convertible Notes reasonably determine that the actual number of Interest Payment Shares and the shares of Common Stock into which the Note is Convertible Notes are convertible and the Warrants are exercisable exceeds may exceed the number of shares of Common Stock initially registered in respect of the Conversion Shares and the Warrant Interest Payment Shares based upon the computation on the Closing Date, the holders shall give the Company written notice of such fact, and the Company shall have twenty (20) Business Days from the date of its receipt of such notice to file such additional Registration Statement, and the . The Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty ninety (3090) days after filing.

Required Registration. On or prior to the Filing Date the Company The Purchaser shall prepare and file with the Commission SEC, no later than the Required Registration Filing Date, a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis Form S-3 pursuant to Rule 415415 of the Securities Act (the “Registration Statement”) with respect to all of the Registrable Securities, and use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter. After the Registration Statement filed pursuant to this Section 3 has become effective, the Purchaser shall use its commercially reasonable efforts to keep such Registration Statement (on Form S-3 or such other form as may then be available to the Purchaser) effective for a period (the “Effectiveness Period”) equal to (i) one year from the initial date that the SEC declares such Registration Statement effective (subject to any extension pursuant to Sections 5(a) and 5(b) hereof, or, if such Registration Statement is not effective during any period within such one-year period, such one-year period shall be extended by the number of days that the Registration Statement is not effective), or (ii) such shorter period which shall terminate when all of the Registrable Securities have been sold, or are eligible to be sold within a single three-month period pursuant to Rule 144(k) or any successor thereto. The Registration Statement shall be on Form SB-2 (except if the Company Purchaser represents and warrants that it 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 the Registration Statement to be declared effective S-3 under the Securities Act as promptly as possible after Act. To the filing thereof, but in any event prior extent that the Purchaser is ineligible 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 register 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 Note 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 Closing DateForm S-3, the Company Purchaser shall have twenty (20) Business Days satisfy its obligations under this Agreement to file such additional Registration Statement, and the Company shall use its best efforts to cause such additional Registration Statement to be declared effective by the Commission as soon as possible, but in no event later than thirty (30) days after filingregister Registrable Securities on Form S-1.

Required Registration. On or prior to the Filing Date the 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 Registration Statement shall be on Form SB-2 and any applicable state securities authorities within thirty (except if 30) days following the Company is not then eligible to register for resale Closing Date (the Registrable Securities on Form SB-2“Filing Date”), in which case such registration shall be on another appropriate form in accordance herewith). The Company shall and use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event 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 Note 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 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 additional Registration Statement to be declared effective by the Commission within ninety (90) business days following the Closing Date (the “Effective Date”), a Registration Statement in order to register the Registrable Securities for resale and distribution under the Securities Act. The Registration Statement shall contain substantially the Plan of Distribution attached hereto as soon Exhibit A. The Registration Statement must be declared effective by the Commission not later than the Effective Date. The Company shall maintain the effectiveness of the Registration Statement with respect to a Holder until such time as possibleall remaining Registrable Securities held by such Holder (assuming cashless exercise of the Warrant Shares) may be sold without restriction under Rule 144(k) (or successor rule) (the “Effectiveness Period”). If the Registration Statement is not filed with the Commission on or before the Filing Date (a “Filing Default”), but the Company shall pay liquidated damages to each Holder, from and including the day that the day following such Filing Default until the date that the Registration Statement is filed with the Commission, at a rate per month (or portion thereof) equal to 0.50% of the total purchase price of the Shares purchased by such Holder pursuant to the Purchase Agreement (the “Default Rate”). If the Registration Statement is not declared effective by the Commission on or before one hundred twenty (120) business days following the Closing Date (a “Registration Default”), the Company shall pay liquidated damages to each Holder, from and including the day following such Registration Default until the earlier of (i) the time that the Registration Statement is declared effective by the Commission, or (ii) the time that the Effectiveness Period expires, at the Default Rate. In the event that the Company exercises its right pursuant to Section 3.6 to suspend the availability of the Registration Statement for a period exceeding the maximum number of days specified therein for the applicable Suspension Period (a “Suspension Default”), the Company shall pay liquidated damages to each Holder, from and including the day following such Suspension Default until such time as the Company delivers the Advice (as defined in Section 3.6) to the Holders described in Section 3.6, at the Default Rate. In the event that the Registration Statement ceases to be effective or available for use by the Holders for a period in excess of sixty (60) days in any single instance or ninety (90) days in the aggregate during any 12-month period (an “Effectiveness Default”), the Company shall pay liquidated damages to each Holder, from and including the day following such Effectiveness Default until such time as the Registration Statement is again effective and available for use by the Holders, at the Default Rate. The Company’s obligation to pay liquidated damages pursuant to this Section 3.1 shall accrue and be discharged on a monthly basis. In no event later than thirty (30) days after filing.shall the Company be required to pay liquidated damages in excess of the applicable maximum amount of 18.0% of the total purchase price of the Shares purchased by such Holder pursuant to the Purchase Agreement