Common use of Resale Registration Clause in Contracts

Resale Registration. (i) As promptly as reasonably possible, and in any event 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. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the 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 in accordance herewith as the Holder may consent and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

Resale Registration. (ia) As promptly as reasonably possible, and in any event on On or prior to the 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. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Each Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement filed hereunder shall be on Form S-3 S-1 and shall contain (except if otherwise directed by the Holder) substantially the “Plan of Distribution”, substantially as ” attached hereto as Exhibit B. In Annex A. Subject to the event the Form S-3 is not available for the registration terms of the resale of Registrable Securities hereunderthis Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith as the Holder may consent and have been sold, thereunder or pursuant to Rule 144, or (ii) attempt may be sold without volume or manner-of-sale restrictions pursuant to register Rule 144 and without the Registrable Securities on Form S-3 requirement for the Company to be in compliance with the current public information requirement under Rule 144, as soon as determined by the counsel to the Company pursuant to a written opinion letter to such form is availableeffect, provided addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement no later than the first Trading Day that the Company shall maintain the telephonically confirms 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 with the Commission. The Company shall, within two (2) Trading Days after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within two (2) Trading Days of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

Resale Registration. (ia) As promptly as reasonably possible, and in any event on On or prior to the 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. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Each Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement filed hereunder shall be on Form S-3 S-1 (or Form S-3, if available to register for resale the Registrable Securities, or such other form available to register for resale the Registrable Securities) and shall contain (except if otherwise directed by the Holder) substantially the “Plan of Distribution”, substantially as ” attached hereto as Exhibit B. In Annex A. Subject to the event the Form S-3 is not available for the registration terms of the resale of Registrable Securities hereunderthis Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith as the Holder may consent and have been sold, thereunder or pursuant to Rule 144, or (ii) attempt may be sold without volume or manner-of-sale restrictions pursuant to register Rule 144 and without the Registrable Securities on Form S-3 as soon as such form is available, provided that 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 maintain promptly notify the Holders of the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering Statement. The Company shall file a final Prospectus with the Registrable Securities has been declared effective Commission as required by the CommissionRule 424.

Resale Registration. (ia) As promptly as reasonably possible, and in any event on On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. If The Registration Statement shall be on Form S-1 and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for any reason the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144, or (iii) the Commitment Period has expired and no Registrable Securities are then outstanding, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall 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. The Company shall file a final Prospectus with the Commission does not permit all as required by Rule 424. Notwithstanding any other provision of this Agreement, if the Staff of the Commission (the “Staff”) or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (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), then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement, then Statement (with the Company shall not be obligated prior consent of the Holder as to include such the specific Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30be removed therefrom) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the 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 in accordance herewith as the Holder may consent and (ii) attempt 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 the Staff and the Commission shall so permit such Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionto become effective.

Resale Registration. (i) As promptly as reasonably possible, and in any event on or prior 2.1.1 The Company agrees to the Filing Date, the Company shall prepare and use its commercially reasonable efforts to file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made registration statement on Form S-1 (a continuous basis pursuant to Rule 415. If for any reason the Commission does not permit all of the Registrable Securities to be included in such “Resale Registration Statement, then the Company shall not be obligated ”) to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the 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 and to cause such be declared effective under the Securities Act on another appropriate form in accordance herewith as or before the Holder may consent date which is nine (9) months after the closing of the Company’s IPO, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two (2) years after the effective date of the Resale Registration Statement, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) attempt may be sold pursuant to register Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably determined by the Registrable Securities on Form S-3 as soon as such form is available, provided that counsel to the Company. The Company shall maintain promptly notify the Holders via facsimile or by e-mail of the effectiveness of the Registration Statement then in effect until such time as a Resale Registration Statement on Form S-3 covering the same Business Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Resale Registration Statement. The Buyer shall, by 9:30 a.m. Eastern Time on the second Business Day after the effective date of such Resale Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities has been declared effective in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company such other information regarding each of the Holders, the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the CommissionCompany to effect the registration of the Registrable Securities, and each of the Holders shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.

Resale Registration. (a) Subject to Section 1 hereof, the Company will (a) file, within 90 days of the Closing and at no cost to the Standby Purchaser, a registration statement under the Securities Act to register all of the Allocated Shares sold to the Standby Purchaser in the Standby Offering for resale by the Standby Purchaser (the “Resale Registration Statement”), (b) use its best efforts to cause the Resale Registration Statement to be declared effective by the SEC, and (c) upon such declaration of effectiveness, maintain a current prospectus relating to such Allocated Shares; provided, however, that the Company’s obligations under this Section shall cease with respect to an Allocated Share upon the earlier to occur of (i) As promptly as reasonably possiblethe sale of such Allocated Share pursuant to a registration statement filed under the Securities Act, and in any event on or prior to the Filing Dateincluding, without limitation, the Company shall prepare and file with the Commission a Resale Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis Statement, or pursuant to Rule 415144 promulgated under the Securities Act (“Rule 144”), (ii) when the Standby Purchaser is permitted to sell such Allocated Share without restriction pursuant to Rule 144, and (iii) when such Allocated Share is resold to the Company for cash or otherwise ceases to be issued and outstanding. If for any reason the Commission Company does not permit all of file the Registrable Securities to be included Resale Registration Statement in such Registration Statementaccordance with this Section 8(a), then the Company shall not be obligated enter into a registration rights agreement with the Standby Purchaser, which shall include reasonable and customary terms pursuant to include such Registrable Securities in such Registration Statement but which the Company shall prepare agrees to register, under the Securities Act and file with applicable state securities laws and regulations, the Commission a separate Registration Statement with respect Standby Purchaser’s resale of any of its Allocated Shares, at no cost to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty Standby Purchaser (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of DistributionRegistration Rights Agreement”, substantially as attached hereto as Exhibit B. In the event the 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 in accordance herewith as the Holder may consent and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission).

Resale Registration. (ia) As promptly as reasonably possible, and in any event on On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a "resale" Registration Statement covering providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the Form S-3 Company is not available then eligible to register for resale the registration of the resale of Registrable Securities hereunderon Form S-3, in which case such registration shall be on another appropriate form (e.g., Form S-1) in accordance with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) register the resale of not permit any securities other than the Registrable Securities and the securities listed on another appropriate form Schedule II hereto to be included in accordance herewith as the Holder may consent Registration Statement and (ii) attempt use its best efforts to register 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 on Form S-3 may be sold without any restriction pursuant to Rule 144 as soon as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such form is available, provided effect (the "Effectiveness Period"). The Company shall request that the Company shall maintain the effectiveness effective time of the Registration Statement then in effect until such time as a Registration Statement is 4:00 p.m. Eastern Time on Form S-3 covering the Registrable Securities has been declared effective by the Commissiondate.

Resale Registration. (i) As promptly as reasonably possible, and in any event on On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a "resale" Registration Statement, or an Amended Registration Statement (the "Registration Statement") covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain SB-2 (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the Form S-3 Company is not available then eligible to register for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith as herewith). The Company shall (i) not permit any securities other than the Holder may consent Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement, at the exception of all previous Registrable Securities all ready included in the said Registration Statement and (ii) attempt use its reasonable best efforts to register 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 on Form S-3 may be sold without any restriction pursuant to Rule 144 as soon as such form is available, provided that determined by the counsel to the Company shall maintain pursuant to a written opinion letter, addressed to the effectiveness of Company's transfer agent to such effect (the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission"Effectiveness Period").

Resale Registration. (ia) As promptly as reasonably possible, and in any event on or prior to the Filing Date, the The Company shall prepare promptly and file with the Commission as soon as practicable, but in no event after the Filing Date, a resale Registration Statement covering the resale of all the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain SB-2 (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the Form S-3 Company is not available then eligible to register for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith herewith) and shall contain (unless otherwise directed by the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the Holder terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable within 90 days from the Closing Date, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may consent be sold without volume restrictions pursuant to Rule 144(k) as determined by the Company Counsel pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). Such Registration Statement (including any amendments or supplements thereto and prospectuses contained therein and all documents incorporated by reference therein) (A) shall comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder and (iiB) attempt shall not contain any untrue statement of a material fact or omit to register state a material fact required to be stated therein, or necessary to make the statements therein not misleading. The financial statements of the Company included in any such Registration Statement or incorporated by reference therein (x) shall comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission applicable with respect thereto, (y) shall be prepared in accordance with U.S. generally accepted accounting principles, consistently applied during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto or, in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed on summary statements) and (z) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to immaterial year-end adjustments). The Registration Statement shall include the Plan of Distribution substantially in the form of Annex A. At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 125% of the Registrable Securities issuable upon full exchange of the 2006 Preferred Stock (without giving effect to any Limitations on Form S-3 Ownership), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as soon as may become issuable upon exchange of the 2006 Preferred Stock and exercise of the Par Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Holders and their counsel prior to its filing or other submission, and shall be subject to the reasonable approval of the Holders, provided, that such form is available, provided that approval shall be deemed to have been given if the Company or its counsel shall maintain not have received comments by the Holders or their counsel prior to 4:00 p.m. (Eastern Standard Time) on the business day following the transmission of any such Registration Statement, amendment or supplement or request for acceleration (other than the initial Registration Statement, as to which such period shall be three business days). The Company shall immediately notify the Holders via facsimile of 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 same day that the Company receives notification of effectiveness from the Commission. Failure to so notify the Holders within one Trading Day of such notification shall be deemed an Event under Section 2(b).

Resale Registration. (ia) As promptly as reasonably possible, and in any event on or prior to the Filing Date, the The Company shall prepare promptly and file with the Commission as soon as practicable, but in no event after the Filing Date, a resale Registration Statement covering the resale of all the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain SB-2 (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the Form S-3 Company is not available then eligible to register for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith herewith) and shall contain (unless otherwise directed by the Holders) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the Holder terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable within 120 days from the Closing Date, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may consent be sold without volume restrictions pursuant to Rule 144(k) as determined by the Company Counsel pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). Such Registration Statement (including any amendments or supplements thereto and prospectuses contained therein and all documents incorporated by reference therein) (A) shall comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder and (iiB) attempt shall not contain any untrue statement of a material fact or omit to register state a material fact required to be stated therein, or necessary to make the statements therein not misleading. The financial statements of the Company included in any such Registration Statement or incorporated by reference therein (x) shall comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission applicable with respect thereto, (y) shall be prepared in accordance with U.S. generally accepted accounting principles, consistently applied during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto or, in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed on summary statements) and (z) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to immaterial year-end adjustments). At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 125% of the Registrable Securities issuable upon full exchange of the Preferred Stock (without giving effect to any limitations on Form S-3 exchange) and exercise of the Warrants (without giving effect to any limitations on exercise contained in the Warrants), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as soon as may become issuable upon exchange of the Preferred Stock and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Holders and their counsel prior to its filing or other submission, and shall be subject to the reasonable approval of the Holders, provided, that such form is available, provided that approval shall be deemed to have been given if the Company or its counsel shall maintain not have received comments by the Holders or their counsel prior to 4:00 p.m. (Eastern Standard Time) on the business day following the transmission of any such Registration Statement, amendment or supplement or request for acceleration (other than the initial Registration Statement, as to which such period shall be three business days). The Company shall immediately notify the Holders via facsimile of 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 same day that the Company receives notification of effectiveness from the Commission. Failure to so notify the Holders within one Trading Day of such notification shall be deemed an Event under Section 2(b).

Resale Registration. (ia) As promptly as reasonably possible, and in any event on On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (which shall be on Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, on Form S-3) covering the resale of all of the Registrable Securities that are not already registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement415 or, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the Form S-3 Rule 415 is not available for the registration offers and sales of the resale Registrable Securities, by such other means of distribution of Registrable Securities hereunderas the Holders may reasonably specify. Subject to the terms of this Agreement, the Company shall (i) register the resale of the Registrable Securities on another appropriate form in accordance herewith as the Holder may consent and (ii) attempt use its reasonable best efforts 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 cause a Registration Statement on Form S-3 covering the Registrable Securities has been filed under this Agreement to be declared effective by the CommissionCommission as soon as practical, but in any event no later than the Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act (or file and keep continuously effective one or more replacement Registration Statements to register all Registrable Securities) until the earlier of (i) such time as all Registrable Securities covered by such Registration Statement have been publicly sold by Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent (the “Effectiveness Period”). The Company shall file a final Prospectus with the Commission as required by Rule 424 with respect to each Registration Statement.

Resale Registration. (i) As promptly as reasonably possible, and in any event on On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. If The Registration Statement shall be on Form S-1, or if Company is eligible, Form S-3, and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, Company shall use its reasonable best efforts to cause a Registration Statement to be declared effective under the Act as promptly as reasonably possible after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for any reason Company to be in compliance with the current public information requirement under Rule 144 or (II) Company is in compliance with the current public information requirement under Rule 144, or (iii) no Registrable Securities are then outstanding, as determined by the counsel to Company pursuant to a written opinion letter to such effect, addressed and acceptable to Company's transfer agent and the affected Holders (the “Effectiveness Period”). 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 Company telephonically confirms effectiveness with the Commission. Company shall file a final Prospectus with the Commission does not permit all as required by Rule 424. Notwithstanding any other provision of this Agreement, if the Staff of the Commission (the “Staff”) or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then Company shall reduce the number of Registrable Securities to be included in such Registration Statement, then Statement (with the Company shall not be obligated prior consent of the Holder as to include such the specific Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30be removed therefrom) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the 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 in accordance herewith as the Holder may consent and (ii) attempt 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 the Staff and the Commission shall so permit such Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commissionto become effective.

Resale Registration. (ia) As promptly as reasonably possible, and in any event on On or prior to the 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. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Each Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement filed hereunder shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the Form S-3 Company is not available then eligible to register for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder may consent shall be required to be named as an “underwriter” without such Hxxxxx’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) attempt may be sold without volume or manner-of-sale restrictions pursuant to register Rule 144 and without the Registrable Securities on Form S-3 as soon as such form is available, provided that 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 maintain 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 Holders via e-mail of 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 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. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

Resale Registration. (i) As promptly as reasonably possible, and in any event 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. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the 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 a Form S-1 or another appropriate form in accordance herewith as the Holder may consent and (ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is availableavailable to register the resale of the Registrable Securities, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

Resale Registration. (ia) As promptly as reasonably possible, and in any event on On or prior to the 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. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Each Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement filed hereunder shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the Form S-3 Company is not available then eligible to register for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder may consent shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that is the earlier of (i) one year anniversary from the Closing Date, (ii) attempt to register the all Registrable Securities on Form S-3 as soon as covered by such form is availableRegistration Statement (i) have been sold, provided that thereunder or pursuant to Rule 144, or (iii) 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 maintain 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 Holders via facsimile or by e-mail of 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 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. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

Resale Registration. (ia) As promptly as reasonably possible, and in any event on On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. If The Registration Statement shall be on Form S-1, or if Company is eligible Form S-3, and shall contain substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this Agreement, Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (1) may be sold without the requirement for any reason Company to be in compliance with the current public information requirement under Rule 144 or (II) Company is in compliance with the current public information requirement under Rule 144, or (iii) the Commitment Period has expired and no Registrable Securities are then outstanding, as determined by the counsel to Company pursuant to a written opinion letter to such effect, addressed and acceptable to Company's transfer agent and the affected Holders (the "effectiveness Period"). 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 Company telephonically confirms effectiveness with the Commission. Company shall file a final Prospectus with the Commission does not permit all as required by Rule 424. Notwithstanding any other provision of this Agreement, if the Staff of the Commission (the "Staff") or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), then Company shall reduce the number of Registrable Securities to be included in such Registration Statement, then Statement (with the Company shall not be obligated prior consent of the Holder as to include such the specific Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30be removed therefrom) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the 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 in accordance herewith as the Holder may consent and (ii) attempt 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 the Staff and the Commission shall so permit such Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.to become effective. Ironridge Page2

Resale Registration. (i) As promptly as reasonably possible, and in any event on On or prior to the Filing Date, Date the Company shall prepare and file with the Commission a “resale” Registration Statement covering providing for the resale of all Registrable Securities that are held by Holders that have complied with the provisions of Section 3(m) for an offering to be made on a continuous basis pursuant to Rule 415. If for any reason the Commission does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall not be obligated to include such Registrable Securities in such Registration Statement but the Company shall prepare and file with the Commission a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as reasonably possible, but in no event later than the date which is thirty (30) days after the date on which the Commission shall indicate as being the first date such filing may be made. The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by the Holder) the “Plan of Distribution”, substantially as attached hereto as Exhibit B. In the event the Form S-3 Company is not available then eligible to register for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as with the Holder may consent Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities and the securities to be listed on Schedule II hereto to be included in the Registration Statement and (ii) attempt use its reasonable best efforts to register 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 on Form S-3 may be sold without any restriction pursuant to Rule 144(k) as soon as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such form is available, provided effect (the "Effectiveness Period”). Each Holder acknowledges and agrees that the Company shall maintain the effectiveness of the Registration Statement then in effect until be permitted to exclude such time as Holder’s Registrable Securities from a Registration Statement on Form S-3 covering if such Holder fails to timely comply with the Company’s request for information pursuant to Section 3(m); provided if such Holder provides such information prior to the filing of such Registration Statement the Company shall use commercially reasonable efforts to include such Registrable Securities has been declared effective by on such Registration Statement; provided further that this provision does not otherwise waive the CommissionCompany’s obligation to register such Registrable Securities pursuant to the terms hereunder upon such Holder providing the Company with the required information.