Common use of Resale Registration Clause in Contracts

Resale Registration. 2.1.1 The Company agrees to use its commercially reasonable efforts to file with the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, 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 date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 The 1.1 On or prior to the first (1st) Business Day following the expiration of the Lockup Period, the Company agrees to use its commercially reasonable efforts to will file with the Commission a registration statement on Form S-1 (a “Resale Shelf Registration Statement”) to register the Statement registering for resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, and Act. The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective as promptly as practicable after filing. Until the earlier of such time as (i) all Registrable Securities cease to be Registrable Securities or (ii) the Company is no longer eligible to maintain a Shelf Registration Statement, the Company will keep current and effective such Shelf Registration Statement and file such supplements or amendments to such Shelf Registration Statement (or file a new Shelf Registration Statement when such preceding Shelf Registration Statement expires pursuant to the rules of the SEC) as may be necessary or appropriate in order to keep such Resale Shelf Registration Statement continuously effective and useable for the resale of Registrable Securities under the Securities Act for two (2) years after Act. The Shelf Registration Statement shall include the date Plan of expiration Distribution attached hereto as Annex A. 1.2 If the filing, initial effectiveness or continued use of the Lockup PeriodShelf Registration Statement at any time would require the Company to make a public disclosure of material non-public information that the Company has a bona fide business purpose for not disclosing publicly at such time, the Company may, upon giving prompt written notice of such action to the Share Acquiror, delay the filing or initial effectiveness of, or until suspend use of, the date that all Registrable Securities covered by such Shelf Registration Statement (ia “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension more than once during any twelve (12) have been sold thereunder month period for a period not to exceed sixty (60) days. In the case of a Suspension, the Share Acquiror agrees to suspend use of the applicable Prospectus in connection with any sale or pursuant purchase, or offer to Rule 144sell or purchase, (ii) may be sold pursuant Shares, upon receipt of the notice referred to 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 counsel to the Companyabove. The Company shall promptly immediately notify the Holders via facsimile Share Acquiror in writing upon the termination of any Suspension, amend or by e- mail supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Share Acquiror such numbers of copies of the effectiveness of Prospectus as so amended or supplemented as the Resale Registration Statement on the same Business Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Resale Registration StatementShare Acquiror may reasonably request. The Buyer Company shall, by 9:30 a.m. Eastern Time on if necessary, supplement or amend the second Business Day after the effective date of such Resale Shelf Registration Statement, file a final Prospectus with the Commission as if required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities 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 law or as shall may reasonably be reasonably requested by the Company 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 situationsShare Acquiror. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to use its commercially reasonable efforts to file be prepared and filed with the Commission SEC no later than a registration statement on Form S-1 date which is forty-five (45) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”) to register the resale ). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the such Registrable Securities and for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is one hundred and twenty (120) days (or, in the case of a full review by the SEC, one hundred and eighty (180) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that if the SEC determines that the Company is ineligible to use Form S-3 to register the resale by any Holder of the Registrable Securities because such Holder is deemed to be an Affiliate of the Company, then the Filing Deadline Date with respect to any such Affiliate shall be 90 days after the Issue Date and the Effectiveness Deadline Date shall be 180 days after the Issue Date. Each Holder that became a Notice Holder on or before prior to the date on which the Lockup Period expires, pursuant ten (10) Business Days prior to the provisions time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4.1(e) 4. The Company may permit any of its security holders to include any of the Purchase AgreementCompany’s securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)Subsequent Resale Registration Statement), as reasonably determined by subject to Section 3(d)(A) hereof, continuously effective until the counsel to end of the Company. Effectiveness Period. (c) The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Holders furnishing in writing Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of promptly following the Holders, the Registrable Securities held by Holder date hereof and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or subsequent Resale Registration Statement. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities covered by in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and any amendment or supplement theretoin accordance with the requirements of this Section 2(d).

Resale Registration. 2.1.1 The (a) On or prior to each Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) to register Statement covering the resale of 130% of the Registrable Securities on such Filing Date 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) and shall contain (unless otherwise directed by the Holders) 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 such a Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase Agreementapplicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two (2) years after the date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder sold, transferred or disposed of pursuant to the Registration Statement or pursuant to Rule 144, (ii) 144 or may be sold without volume restrictions pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), 144(k) as reasonably 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 telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e- mail of the effectiveness of the Resale a Registration Statement on the same Business Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Resale a Registration Statement. The Buyer Company shall, by 9:30 a.m. am Eastern Time on the second Business Trading Day after the effective date of such Resale Registration StatementEffective Date (as defined in the Purchase Agreement), file a final Prospectus Form 424(b)(5) with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement(b) If: (i) a Registration Statement is not filed on or prior to its Filing Date, if or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or any guidance provided in writing, whichever is earlier) by the Commission (“Commission Guidance”) sets forth that a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will not be reduced pro rata among “reviewed,” or not subject to further review, or (iii) prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such selling shareholders whose securities are included Registrable Securities for 10 consecutive calendar days but no more than an aggregate of 15 calendar days during any 12-month period (which need not be consecutive Trading Days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Resale Registration Statement. In Event Date and on each monthly anniversary of each such Event Date (if the event of a cutback hereunderapplicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall give pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the Holders at least five (5) business days prior written notice along with aggregate purchase price paid by such Holder pursuant to the calculations Purchase Agreement for any Registrable Securities then held by such Holder as to the first month and 2% of such Xxxxxx’s allotmentamount for each 30 day period thereafter. In the event If the Company amends fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the Resale Registration Statement in accordance with the foregoingdate payable, the Company will use its commercially reasonable efforts pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to file with the Commission, as promptly as allowed be paid by the Commission or Commission Guidance provided applicable law) to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without chargeaccruing daily from the date such partial liquidated damages are due until such amounts, at least one conformed copy of each plus all such Resale Registration Statement and each amendment theretointerest thereon, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished are paid in physical form. 2.1.5 Subject full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of this Agreement, the Company hereby consents a month prior to the use cure of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement theretoan Event.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC no later than a date which is forty-five (45) days after the Issue Date (the "Filing Deadline Date") a Registration Statement (the "Initial Resale Registration Statement") registering the resale from time to time by Holders of all of the Registrable Securities (a "Resale Registration Statement"). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Initial Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is one hundred and twenty (120) days (or, in the case of a full review by the SEC, one hundred and eighty (180) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that if the SEC determines that the Company is ineligible to use Form S-3 to register the resale by any Holder of the Registrable Securities because such Holder(s) is deemed to be an Affiliate of the Company (individually or collectively), then the Filing Deadline Date with respect to any such Holders shall be 90 days after the Issue Date and the Effectiveness Deadline Date shall be 180 days after the Issue Date. Each Holder that became a Notice Holder on or before prior to the date on which the Lockup Period expires, pursuant ten (10) Business Days prior to the provisions time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4.1(e) 4. The Company may permit any of its security holders to include any of the Purchase AgreementCompany's securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Resale Registration Statement"). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)Subsequent Resale Registration Statement), as reasonably determined by subject to Section 3(d)(A) hereof, continuously effective until the counsel to end of the Company. Effectiveness Period. (c) The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Holders furnishing in writing Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of promptly following the Holders, the Registrable Securities held by Holder date hereof and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or subsequent Resale Registration Statement. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities covered by in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and any amendment or supplement theretoin accordance with the requirements of this Section 2(d).

Resale Registration. 2.1.1 The Company agrees will comply with each of the following provisions: (a) The Company will cause to use its commercially reasonable efforts to file be filed with the Commission SEC, on or before the Filing Deadline, a resale registration statement on Form S-1 (a “Resale Registration Statement”) to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before (the "Resale Registration Statement") relating to the offer and sale of the Standby Shares, the Warrants, the Underlying Shares, and all shares of New Common Stock acquired by the Purchasers in the Rights Offering (the "Resale Securities") in accordance with the methods of distribution set forth in the Resale Registration Statement and Rule 415 under the Securities Act. (b) The Company will have such Resale Registration Statement declared effective by the SEC as soon as practicable after the Standby Closing, but in no event later than five Business Days after the Standby Closing Date; and will keep the Resale Registration Statement continuously effective, supplemented, and amended in order to permit the prospectus included in the Resale Registration Statement to be lawfully delivered by the several Purchasers until the earliest of (i) all of the Resale Securities held by the several Purchasers have been sold, (ii) the date on which the Lockup Period expires, pursuant all such Resale Securities become eligible to be sold to the provisions of Section 4.1(e) of the Purchase Agreementpublic through a broker, 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 date of expiration of the Lockup Perioddealer, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold market maker pursuant to Rule 144 without volume (or mannerany similar provision then in force) during a single 90-of-sale restrictions day period, and without current public information (including iii) the two year anniversary of the effective date of the Resale Registration Statement; provided, however such two year period will be extended for the periods of time any Suspension is in effect pursuant to Rule 144(i)(2)subsection (c), as reasonably determined by (d) or (e) below. (c) Notwithstanding the counsel to provisions of subsection (b) above, during the Company. The Company shall promptly notify the Holders via facsimile or by e- mail period of the effectiveness of the Resale Registration Statement on 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 , upon the Registrable Securities happening of any pending corporate development, public filing with the SEC or similar event, that, in the Resale Registration Statement are contingent upon the Holders furnishing in writing judgment of Company's Board of Directors, renders it advisable to the Company such other information regarding each suspend use 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 Company to effect the registration of the Registrable Securities, and each of the Holders shall execute such documents prospectus contained in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, may, for no more than 30 days, suspend use of such prospectus, upon delivery of a certificate in writing to each Purchaser to the number effect of Registrable the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known). Upon receipt of such certificate, each Purchaser will discontinue disposition of Resale Securities to be registered on such covered by the Resale Registration Statement will or related prospectus until copies of a supplemented or amended prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Resale Securities under the prospectus may be reduced pro rata among all such selling shareholders whose securities resumed, and have received copies of any additional or supplemental filings that are included incorporated or deemed incorporated by reference in such Resale Registration Statementthe prospectus. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to any such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingsuspension, the Company will use its commercially reasonable efforts to file with cause the Commission, use of the prospectus so suspended to be resumed as promptly soon as allowed possible after delivery of such suspension certificate to the Purchasers. The suspension and notice thereof described in this subsection (c) will be held in confidence and will not be disclosed by the Commission Purchasers, except as required by applicable Law or Commission Guidance provided at the request of any Governmental or Regulatory Authority. The Company may not utilize the suspension in this subsection (c) more than two times in any 12 month period. (d) Notwithstanding the provisions of subsection (b) above, if during the period of effectiveness of the Resale Registration Statement, (i) the SEC or any other federal or state Governmental Authority requests amendments or supplements to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filedor the related prospectus or requests additional information, as amended. 2.1.4 (ii) the SEC or any other federal or state Governmental Authority issues a stop order suspending the effectiveness of the Resale Registration Statement or initiates a proceeding for that purpose, or (iii) the Company receives a notification with respect to the suspension of the qualification or exemption from qualification of any of the Resale Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, then the Company will deliver a certificate in writing to each Purchaser to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known). Upon receipt of such certificate, each Purchaser will discontinue disposition of Resale Securities covered by the Resale Registration Statement or related prospectus until copies of a Holder’s requestsupplemented or amended prospectus are distributed to the Purchasers or until the Purchasers are advised in writing by the Company that sales of Resale Securities under the prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in the prospectus. In the event of any such suspension, the Company shall furnish will use its commercially reasonable efforts to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to cause the use of the Prospectus prospectus so suspended to be resumed as soon as possible after delivery of such certificate to the Purchasers. The suspension and notice thereof described in this subsection (d) will be held in confidence and will not be disclosed by the Purchasers, except as required by applicable Law or at the request of any Governmental or Regulatory Authority. A suspension and notice certificate described in subsection (c) above or in this subsection (d) are referred to as a "Suspension" and a "Suspension Notice", respectively. (e) The Company will deliver a Suspension Notice to each Purchaser upon discovery of the occurrence of any event as a result of which, a prospectus included in the Resale Registration Statement contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading in light of the circumstance under which they were made and each will prepare, file, and furnish to such Purchaser a supplement or amendment to such prospectus so that, as thereafter delivered, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstance under which they were made and will prepare, file, and furnish to such Purchaser a supplement thereto by or amendment to such prospectus so that, as thereafter delivered, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstance under which they were made. Upon receipt of such Suspension Notice, each of the selling Holders in connection with several Purchasers will discontinue offers and sales of Resale Securities under the offering Resale Registration Statement until such Purchaser receives copies of a supplemented or amended prospectus that corrects the misstatements or omissions referred to above and sale receives notice that any post-effective amendment has become effective. If so directed by the Company, each Purchaser will deliver to the Company or destroy all copies of the Registrable Securities covered prospectus included in the Resale Registration Statement current at the time of receipt of any such notice. The Suspension and Suspension Notice described in this subsection (e) will be held in confidence and will not be disclosed by the Purchasers, except as required by applicable Law or at the request of any Governmental or Regulatory Authority. (f) The Company will pay to each of the several Purchasers that beneficially owns shares of New Common Stock acquired by such Prospectus Purchaser in the Rights Offering or pursuant to Article I (each, a "Restricted Holder") that cannot be sold in the public markets due to a Suspension, whether the result of any voluntary or involuntary action or omission by the Company, whether for reasons beyond the control of the Company, and whether pursuant to operation of Law or as a result of any amendment action or supplement thereto.inaction by the SEC (the "Restricted Securities"), the Liquidated Amount. For the purposes of this Agreement, the "Liquidated Amount" means an amount calculated as follows for each day that the Restricted Securities cannot be sold in the public markets due to the operation of Section 7.04(d) or (e): X = [(P x 0.12) / 365] / S Where:

Resale Registration. 2.1.1 The Company agrees to use its commercially reasonable efforts to No later than 120 days following the Effective Time, New Holdco shall prepare and file with the Commission a registration statement on Form S-1 under the Securities Act to permit the public resale of Registrable Securities (a as defined below) then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities (the “Resale Registration Statement”) ). The Resale Registration Statement filed pursuant to register this Agreement shall be on such appropriate registration form of the resale SEC as shall be selected by New Holdco so long as it permits the continuous offering of the Registrable Securities and pursuant to cause such be declared effective under Rule 415 of the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, and such other rule as is then applicable. New Holdco shall use its commercially reasonable efforts to keep such cause the Resale Registration Statement continuously to become effective under the Securities Act for two (2) years on or as soon as practicable after the date filing thereof. Any Resale Registration Statement shall provide for the resale pursuant to any method or combination of expiration methods legally available to, and requested by, the Holders (as defined below) of the Lockup Period, or until the date that any and all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 New Holdco shall be reasonably requested by the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to cause the Resale Registration Statement as required filed pursuant to this Agreement to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Commission, covering the maximum number of Holders until all Registrable Securities permitted to be registered covered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Resale Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be reduced pro rata among all such selling shareholders whose securities are included stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Resale Registration Statement. In , in the event of a cutback hereunder, the Company shall give each light of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amendedcircumstances under which a statement is made). 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 The If at any time prior to 60 days after delivery ------------------- of a Put Option Notice, in the good-faith reasonable judgement of the Investor, the public resale of the Registrable Securities to be issued at the Closing relating to such Put Option Notice by the Investor shall be restricted or limited (as to amount or timing) by the terms and conditions of the Securities Act and the rules and regulations promulgated thereunder (including, without limitation, by reason of the Holder's status as an Affiliate of the Company agrees or the failure of the Company to use its commercially reasonable efforts effect the registration statement relating to the registered issuance of the Securities and/or the Underlying Shares to the Investor pursuant to Sections 7.5 and 9.5 of the Securities Purchase Agreement, and as a consequence of such failure, the Registrable Securities to be issued at the Closing relating to such Put Option Notice will not be freely tradeable by the Investor) as of such Closing, then, upon request of the Investor, the Company shall promptly file with the Commission a registration statement on Form S-1 S-3 (a “the "Resale Registration Statement”") pursuant to Rule 415 of the Securities Act or any successor rule providing for the offering of securities on a continuous basis (except if otherwise directed by the Investor in accordance herewith or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 pursuant to Rule 415, then such registration shall be on any available form as determined by the Investor) registering the resale of the Registrable Securities to be issued at the Closing relating to such Put Option Notice by the Investor. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Resale Registration Statement and (ii) use it best efforts to cause such the Resale Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase Agreementapplicable Closing Date, 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 date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement earlier of (iA) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-the sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably determined by the counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In Statement or (B) the event of a cutback hereunder, the Company shall give each expiration of the Holders at least five (5) business days prior written notice along with Effectiveness Period. If the calculations as Investor intends to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of distribute the Registrable Securities covered by such Prospectus and any amendment or supplement theretothe Resale Registration Statement by means of an underwriting, the Investor shall promptly notify the Company.

Resale Registration. 2.1.1 The (a) On or prior to each Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) to register Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause such a Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase Agreementapplicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two (2) years after the date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder sold, or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information (including pursuant to requirement under Rule 144(i)(2))144, as reasonably determined by the counsel to the CompanyCompany 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 promptly 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- e-mail of the effectiveness of the Resale a Registration Statement on the same Business Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Resale Registration Statement. The Buyer Company shall, by 9:30 a.m. Eastern Time New York City time on the second Business Trading Day after the effective date of such Resale Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, Failure to so notify the Company’s obligations Holder within one Trading Day of such notification of effectiveness or failure to include the Registrable Securities 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 file a final Prospectus as foresaid shall be reasonably requested by the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in deemed an Event under Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 2(b). Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) 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 Resale Registration StatementCompany used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Resale Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata among all basis based on the total number of unregistered Warrant Shares held by such selling shareholders whose securities are included in such Resale Registration StatementHolders), and second by Registrable Securities represented by the Common Shares issuable upon conversion of the Debentures by the Purchasers pursuant to the Purchase Agreement. In the event of a cutback hereunder, the Company shall give each of the Holders Holder at least five (5) business days Trading Days prior written notice along with the calculations as to such XxxxxxHolder’s allotment. In . (b) If: (i) the event Initial Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company amends fails to file with the Resale Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the foregoingCommission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company will use its commercially reasonable efforts fails to file with the Commission, as promptly as allowed a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission Guidance provided that such amendment is required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the BuyerPurchase Agreement, one a Registration Statement registering for resale all of the Initial Shares is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement (unless the sole reason for such non-registration of all or any portion of the Initial Shares is solely as a result of SEC Guidance under Rule 415 or similar rule which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders), or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more registration statements than an aggregate of 15 calendar days (which need not be consecutive calendar days) during any 12-month period, or (vi) the Company shall fail for any reason to register satisfy the resale of those current public information requirement under Rule 144 as to the applicable Registrable Securities that were not registered (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i), (iv), and (vi), the date on which such Event occurs, and for purpose of clause (ii) the Resale Registration Statement initially fileddate on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 15 calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 or 15 calendar day period, as amended. 2.1.4 Upon a Holder’s requestapplicable, is exceeded being referred to as “Event Date”), then, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or be deemed to be incorporated therein by reference to in default under this Agreement and it shall constitute an Event of Default under the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical formDebentures. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 The Company agrees to use its commercially reasonable efforts to file with (a) PEI will prepare and file, as promptly as practicable after the Commission Closing Date, a shelf registration statement on Form S-1 S-3 (a “Resale the "Initial Registration Statement”") under the Securities Act, covering the potential issuance of PEI Shares pursuant to this Agreement with an aggregate Per Share Value of $16 million and will use reasonable best efforts (i) to register cause the resale of the Registrable Securities and Initial Registration Statement to cause such be declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreementas soon as reasonably practicable, 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 date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of maintain the effectiveness of the Resale Initial Registration Statement on for the same Initial Selling Period (as defined below) and for any Additional Selling Periods (as defined below) to the extent PEI Shares covered by the Initial Registration Statement constitute Eligible Shares for any such Additional Selling Period. (b) PEI will, as promptly as reasonably practicable, but in no event later than 3 Business Day that Days after receiving Sellers' properly completed Eligible Shares Election Form (as defined below), to the Company confirms effectiveness with extent permitted by the Securities and Exchange Commission, which shall file one or more additional shelf registration statements on Form S-3 (each, an "Additional Registration Statement") covering potential future issuances of PEI Shares pursuant to this Agreement and will use reasonable best efforts (i) to cause the Additional Registration Statement(s) to be declared effective as soon as reasonably practicable, and (ii) to maintain the date requested for effectiveness of the Additional Registration Statement(s) for the applicable Selling Period (as defined below) to the extent PEI Shares covered by 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 in the Resale Additional Registration Statement are contingent upon the Holders furnishing in writing constitute Eligible Shares for any other Additional Selling Period. (c) The number of PEI Shares issued with respect to any payment will be determined as follows: (i) 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 extent PEI Shares not previously issued as shall be reasonably requested by the Company 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 part of a selling stockholder in similar situations. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the payment are available for resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments pursuant to the Resale Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale an Additional Registration Statement, the number of Registrable Securities PEI Shares issued will be determined at the time of payment by dividing (A) the aggregate stock consideration to be registered on such Resale paid by (B) the Per Share Value, and (ii) to the extent PEI Shares not previously issued as part of a payment are not available for resale pursuant to the Initial Registration Statement or an Additional Registration Statement, the number of PEI Shares to be issued with respect to such payment will be reduced pro rata among all determined at the time such selling shareholders whose securities are included in such Resale Initial Registration Statement or Additional Registration Statement. In , as the event of a cutback hereundercase may be, becomes effective by dividing (A) the Company shall give each of aggregate stock consideration to be paid by (B) the Holders at least five (5) business days prior written notice along with Per Share Value on the calculations as to date such Xxxxxx’s allotment. In the event the Company amends the Resale Initial Registration Statement or Additional Registration Statement becomes effective. PEI will bear all registration costs and selling commissions (to the extent set forth in accordance with the foregoing, the Company will Section 2.5.6(d)). (d) PEI agrees to use its commercially reasonable efforts to file consult with the Commission, as promptly as allowed by Sellers prior to filing the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Initial Registration Statement initially filed, as amendedor any Additional Registration Statement. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 The (a) On or prior to the Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement on Form S-1 (a “Resale resale” Registration Statement”) to register Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and 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) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause such the Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information 24 months after the Final Closing Date (including pursuant to Rule 144(i)(2the “Effectiveness Period”)), as reasonably determined by the counsel to the Company. The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Business Day after effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the effective date actual number of such Resale shares of Common Stock into which the Notes are convertible plus the number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file a final Prospectus with 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 required by Rule 424. Neverthelesssoon as possible, but in no event later than sixty (60) days after filing. (b) Notwithstanding anything to the Company’s obligations contrary set forth in this Section 2, in the event the Commission does not permit the Company to include register all of the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company such other information regarding each because of the Holders, Commission’s application of Rule 415 or the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Commission requires the Company to effect the registration of the either exclude shares held by certain Holders or deem such Holders to be underwriters with respect to their 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 shall register in similar situations. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum such number of Registrable Securities as is permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission without naming such Holder as an underwriter (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted unless such Holder agrees to be registered on the Resale Registration Statementnamed as an underwriter); provided, however, that the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In Statement or any subsequent registration statement shall be determined in the event of a cutback hereunderfollowing order: (i) first, the Company shall give each shares of Common Stock issuable upon conversion of the Holders at least five Notes then outstanding shall be registered on a pro rata basis among the holders of such Notes, (5ii) business days prior written notice along with second, the calculations as to shares of Common Stock issuable upon exercise of the Warrants then outstanding shall be registered on a pro rata basis among the holders of such Xxxxxx’s allotmentWarrants and (iii) third, any shares listed on Schedule II hereto shall be registered on a pro rata basis among the holders of such shares. In the event the Commission does not permit the Company amends to register all of the Resale Registrable Securities in the initial Registration Statement in accordance with Statement, then except as the foregoingHolders of such excluded Registrable Securities may otherwise agree, the Company will shall use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements subsequent Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale initial Registration Statement, as promptly as possible and in a manner permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s requestfiled pursuant hereto, the Company shall furnish to earlier of (A) the ninetieth (90th) day following the filing date of such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto(or in the event such Registration Statement receives a “full review” by the Commission, including financial statements and schedules, all documents incorporated the one hundred twentieth (120th) day following such filing date) or deemed to be incorporated therein by reference to (B) the extent requested by such Holder, and all exhibits to the extent requested by such Holder date which is within three (including those previously furnished or incorporated by reference3) promptly Business Days after the filing of date on which the Commission informs the Company (i) that the Commission will not review such documents with the Commission; provided, Registration Statement or (ii) that any such item which is available on the XXXXX system (or successor thereto) need Registration Statement will not be furnished in physical form. 2.1.5 Subject subject to further review; provided that, if the terms of this AgreementEffectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Company hereby consents to Effectiveness Date shall be the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement theretofollowing Business Day.

Resale Registration. 2.1.1 The (a) On or prior to the Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement “resale” Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (a “Resale or another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement”) Statement shall cover to register the resale 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 and Securities. The Company shall use commercially reasonable efforts to cause such the Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale If at any time and for any reason an additional Registration Statement on is required to be filed because at such time the same Business Day that actual number of Conversion Shares and Warrant Shares exceeds the Company confirms effectiveness with number of shares of Registrable Securities remaining under 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, the Company shall have thirty (30) Business Days to file a final Prospectus with such additional Registration Statement, and the Company shall use commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as required by Rule 424. Neverthelesssoon as possible, but in no event later than ninety (90) days after. (b) Notwithstanding anything to the Company’s obligations contrary set forth in this Section 2, in the event the Commission does not permit the Company to include register all of the Registrable Securities in the Resale Registration Statement are contingent upon because of the Holders furnishing in writing to Commission’s application of Rule 415 (a “415 Notice”), the Company such other information regarding each shall, within ten (10) days of receipt of the Holders415 Notice, register in the Registration Statement such number of Registrable Securities as is permitted by the Commission, provided, however, that the Registrable Securities held by Holder to be included in such Registration Statement or any subsequent registration statement shall be determined in the following order: (i) first, the Warrant Shares shall be registered on a pro rata basis among the Purchasers, (ii) second, the Conversion Shares shall be registered on a pro rata basis among the Purchasers, and the intended method of disposition (iii) third, any securities of the Registrable Securities as Company included or to be included in such Registration Statement pursuant to piggyback or demand registration rights shall be reasonably requested by registered on a pro rata basis. In the event the Commission does not permit the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of register all of the Registrable Securities as a secondary offering cannot, as a result of in the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale initial Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale file subsequent Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements Statements to register the resale of those Registrable Securities that were not registered on in the Resale initial Registration Statement initially filedas promptly as possible and in a manner permitted by the Commission. For purposes of this Section 2(b), as amended. 2.1.4 Upon a Holder’s request“Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company shall furnish to such Holder, without charge, at least one conformed copy later of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, (i) thirty (30) days following the sale of substantially all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus Registration Statement (or in the event the Commission reviews the Registration Statement, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement and the Company makes such request; providedthat, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 The Company agrees to use its commercially reasonable efforts to No later than 120 days following the Effective Time, New Holdco shall prepare and file with the Commission a registration statement on Form S-1 under the Securities Act to permit the public resale of Registrable Securities (a as defined below) then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities (the “Resale Registration Statement”) ). The Resale Registration Statement filed pursuant to register this Agreement shall be on such appropriate registration form of the resale SEC as shall be selected by New Holdco so long as it permits the continuous offering of the Registrable Securities and pursuant to cause such be declared effective under Rule 415 of the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, and such other rule as is then applicable. New Holdco shall use its commercially reasonable efforts to keep such cause the Resale Registration Statement continuously to become effective under the Securities Act for two (2) years on or as soon as practicable after the date filing thereof. Any Resale Registration Statement shall provide for the resale pursuant to any method or combination of expiration methods legally available to, and requested by, the Holders (as defined below) of the Lockup Period, or until the date that any and all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 New Holdco shall be reasonably requested by the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to cause the Resale Registration Statement as required filed pursuant to this Agreement to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Commission, covering the maximum number of Holders until all Registrable Securities permitted to be registered covered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Resale Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be reduced pro rata among all such selling shareholders whose securities are included stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Resale Registration Statement. In , in the event of a cutback hereunder, the Company shall give each light of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amendedcircumstances /under which a statement is made). 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or S-3 (or another appropriate form in accordance herewith). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder sold, or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have sixty (60) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than ninety (“90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after the expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Note Shares and Warrant Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderbasis, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; provided, that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to use its commercially reasonable efforts to file be prepared and filed with the Commission SEC no later than December 31, 2005 (the “Filing Deadline Date”) a registration statement on Form S-1 Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”) to register the resale ). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the such Registrable Securities and for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or before prior to the date on which the Lockup Period expires, pursuant ten (10) Business Days prior to the provisions time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4.1(e) 4. The Company may permit any of its security holders to include any of the Purchase AgreementCompany’s securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)Subsequent Resale Registration Statement), as reasonably determined by subject to Section 3(d)(A) hereof, continuously effective until the counsel to end of the Company. Effectiveness Period. (c) The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Holders furnishing in writing Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along to any intended distribution of Registrable Securities under the Resale Registration Statement. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities covered by in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and any amendment or supplement theretoin accordance with the requirements of this Section 2(d).

Resale Registration. 2.1.1 a. On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or another appropriate form in accordance herewith). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than sixty (“60) days after such filing. b. Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Note Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderbasis, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 The (i) As promptly as reasonably possible, and in any event on or prior to the Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement 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-1 S-3 and shall contain (a except if otherwise directed by the Holder) the “Resale Registration StatementPlan 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) to 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. (ii) The Company shall use reasonable best efforts to cause such the Registration Statement to be declared effective under by the Securities Act on or before Commission as promptly as reasonable possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementRequired Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Resale the Registration Statement continuously effective under the Securities Act for two (2) years after the date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement earliest of (i) have been sold thereunder or pursuant to Rule 144the fifth (5th) anniversary of the Effective Date, (ii) such time as all of the Registrable Securities may be sold to the public pursuant to Rule 144 without any volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information (including pursuant to requirement under Rule 144(i)(2)144(c)(1), or (iii) such time as reasonably determined by the counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus Registration Statement have been sold publicly (the “Effectiveness Period”). (iii) The Company shall notify the Holder in writing promptly (and in any amendment event within one Business Day) after receiving notification from the Commission that the Registration Statement has been declared effective. (iv) The Company shall not, prior to the Effective Date of the Registration Statement, prepare and file with the Commission a new registration statement relating to an offering for its own account or supplement theretothe account of others under the Securities Act of any of its equity securities (other than a Registration Statement on Form S-8). (v) If the Company issues to the Holder any Common Stock pursuant to the Warrant that is not included in the initial Registration Statement, then the Company shall file an additional Registration Statement covering such number of shares of Common Stock on or prior to the Filing Date and shall use reasonable best efforts to cause such additional Registration Statement to become effective by the Commission by the Required Effectiveness Date.

Resale Registration. 2.1.1 The (a) On or prior to the Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement on Form S-1 (a “Resale resale” Registration Statement”) to register Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and 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) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause such the Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144, (ii144(k) may be sold pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Business Day after effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the effective date actual number of such Resale shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable plus the number of shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file a final Prospectus with 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 required by Rule 424. Neverthelesssoon as possible, but in no event later than sixty (60) days after filing. (b) Notwithstanding anything to the Company’s obligations contrary set forth in this Section 2, in the event the Commission does not permit the Company to include register all of the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company such other information regarding each because of the Holders, Commission’s application of Rule 415 or the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Commission requires the Company to effect the registration of the either exclude shares held by certain Holders or deem such Holders to be underwriters with respect to their 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 shall register in similar situations. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum such number of Registrable Securities as is permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission without naming such Holder as an underwriter (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted unless such Holder agrees to be registered on the Resale Registration Statementnamed as an underwriter), provided, however, that the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In Statement or any subsequent registration statement shall be determined in the event of a cutback hereunderfollowing order: (i) first, the Company shall give each shares of Common Stock issuable upon conversion of the Holders at least five Preferred Stock shall be registered on a pro rata basis among the holders of the Preferred Stock, (5ii) business days prior written notice along with second, the calculations shares of Common Stock issuable as to dividend payments on the Preferred Stock shall be registered on a pro rata basis among the holders of the Preferred Stock, (iii) third, the shares of Common Stock issuable upon exercise of the Warrants shall be registered on a pro rata basis among the holders of the Warrants, and (iv) fourth, any shares listed on Schedule II hereto shall be registered on a pro rata basis among the holders of such Xxxxxx’s allotmentshares. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, Commission does not permit the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register all of the resale of those Registrable Securities that were not registered on in the Resale initial Registration Statement initially filedStatement, then except as amended. 2.1.4 Upon a Holder’s requestthe Holders of such excluded Registrable Securities may otherwise agree, the Company shall furnish use its best efforts to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.file subsequent

Resale Registration. 2.1.1 The Company agrees 1.1 On or prior to use its commercially reasonable efforts to the first (1st) Business Day following the expiration of the Lockup Period, ProQR will file with the Commission a registration statement on Form S-1 (a “Resale Shelf Registration Statement”) to register the Statement registering for resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, and Act. The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective as promptly as practicable after filing. Until the earlier of such time as (i) all Registrable Securities cease to be Registrable Securities or (ii) ProQR is no longer eligible to maintain a Shelf Registration Statement, ProQR will keep current and effective such Shelf Registration Statement and file such supplements or amendments to such Shelf Registration Statement (or file a new Shelf Registration Statement when such preceding Shelf Registration Statement expires pursuant to the rules of the SEC) as may be necessary or appropriate in order to keep such Resale Shelf Registration Statement continuously effective and useable for the resale of Registrable Securities under the Securities Act for in order to fulfill a Shelf Underwritten Offering Request (as defined below). The Shelf Registration Statement shall include the Plan of Distribution attached hereto as Annex A. 1.2 Lilly may use the Shelf Registration Statement to dispose of Registrable Securities pursuant to an Underwritten Offering from which it reasonably expects to receive gross proceeds of at least $15.0 million in the aggregate from such Underwritten Offering. Upon written notice from Lilly to ProQR of Lilly’s intention to sell Registrable Securities in such manner, ProQR shall, at Lilly’s request (a “Shelf Underwritten Offering Request”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by ProQR with the underwriter or underwriters selected by Lilly and reasonably acceptable to ProQR and shall take all such other reasonable actions as are requested by the managing underwriter of such Underwritten Offering and/or Lilly in order to expedite or facilitate the disposition of such Registrable Securities (“Shelf Underwritten Offering”); provided, that in no event shall ProQR have any obligation to facilitate or participate in more than two (2) years after Shelf Underwritten Offerings. 1.3 If the date of expiration filing, initial effectiveness or use of the Lockup PeriodShelf Registration Statement at any time would require ProQR to make a public disclosure of material non-public information that ProQR has a bona fide business purpose, in good faith, for not disclosing publicly at such time, ProQR may, upon giving prompt written notice of such action to Lilly, delay the filing or initial effectiveness of, or until suspend use of, the date that all Registrable Securities covered by such Shelf Registration Statement (i) have been sold thereunder a “Suspension”). ProQR shall use commercially reasonable efforts to make routine public disclosures about its business in the ordinary course consistent with past practice and subject to and in compliance with applicable law. In the case of a Suspension, Lilly agrees to suspend use of the applicable Prospectus in connection with any sale or pursuant purchase, or offer to Rule 144sell or purchase, (ii) may be sold pursuant Shares, upon receipt of the notice referred to 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 counsel to the Companyabove. The Company shall promptly immediately notify Lilly in writing upon the Holders via facsimile termination of any Suspension, amend or by e- mail supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to Lilly such numbers of copies of the effectiveness of the Resale Registration Statement on the same Business Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Resale Registration StatementProspectus as so amended or supplemented as Lilly may reasonably request. The Buyer Company shall, by 9:30 a.m. Eastern Time on if necessary, supplement or amend the second Business Day after the effective date of such Resale Shelf Registration Statement, file a final Prospectus with the Commission as if required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities 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 law or as shall may reasonably be reasonably requested by the Company 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 situationsLilly. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC after October 31, 2016 but no later than March 31, 2017 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Buyer of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Buyer in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on no later than June 30, 2017 (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or before any Subsequent Resale Registration Statement) continuously effective under the date on which Securities Act until the Lockup Period expires, pursuant to the provisions of Section 4.1(e) expiration of the Purchase AgreementEffectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, continuously effective until the end of the Effectiveness Period. (iic) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon the Holders furnishing and related Prospectus, it will do so only in writing accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of the Holders, the Registrable Securities held by promptly upon becoming a Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) If a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline Date (an “Effectiveness Failure”), then, as liquidated damages to Buyer by reason of any such Prospectus delay in or reduction of its ability to sell the Registrable Securities (which remedy shall be the exclusive remedy for any Filing Failure or Effectiveness Failure (each, a “Failure”)), the Company shall pay to Buyer an amount equal to 1.0% of the aggregate purchase price paid by Buyer for the Shares for every thirty (30) days following the Filing Deadline Date that the Registration Statement is not filed (in the case of a Filing Failure) and any amendment for every thirty (30) days following the Effectiveness Deadline Date that the Registration Statement is not effective (in the case of an Effectiveness Failure), as the case may be, on a per diem basis (the “Liquidated Damages”); provided, however, that the maximum Liquidated Damages payable to Buyer under this Section 2(e) shall not exceed 3.0% of the aggregate purchase price of the Shares. Liquidated Damages, if any, shall be paid by the Company within ten (10) days following the end of each thirty (30) day period (or supplement theretoshorter period, if applicable) for which Liquidated Damages are payable. The Company shall pay interest on Liquidated Damages not paid when due at a rate of interest equal to fifteen percent (15.0%) per annum. In the event a Registration Statement is filed but is withdrawn by the Company prior to being declared effective by the SEC, then such Registration Statement will be deemed to have not been filed for the purpose of this Section 2(e).

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or another appropriate form in accordance herewith). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than sixty (“60) days after such filing. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Diluted Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderbasis, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 The Company agrees to use its commercially reasonable efforts shall be obligation to file with the Commission a resale registration statement on Form S-1 (a the “Resale Registration Statement”) to register registering for resale the resale Registerable Securities (as defined below). Such Resale Registration Statement shall be filed with the SEC within 180 days following the closing date of the IPO; provided, however, that in the event the Company’s underwriters in the IPO permit an earlier release on such lockup restrictions, the Company shall file the Resale Registration Statement as promptly as practicable after notification of earlier release on the lockup restrictions. The Company shall use its reasonable best efforts to obtain the effectiveness of the Resale Registration Statement as promptly as practicable following the filing thereof. “Registrable Securities” means (a) any Standby Shares and any Conversion Shares issued or issuable upon conversion of the Series B Shares, and (b) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events with respect to any of the securities referenced in clause (a) above (it being understood that, for purposes of this Agreement, a person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected, and without regard to cause Beneficial Ownership Limitations set forth in the Certificate of Designation). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the Commission has declared the Resale Registration Statement covering such securities effective and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreementare met, and shall use its commercially reasonable efforts to keep (iii) such Resale Registration Statement continuously effective under the Securities Act securities become eligible for two (2) years after the date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information (including pursuant to requirement under Rule 144(i)(2)144(c)(1), as reasonably determined by the counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1a written opinion letter to such effect, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannotaddressed, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof delivered and use its commercially reasonable efforts to file amendments reasonably acceptable to the Resale Registration Statement as required by applicable transfer agent and the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing holders of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical formsecurities. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or another appropriate form in accordance herewith). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than sixty (“60) days after such filing. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the following order (i) first, by the Registrable Securities represented by the total number of Tripoint Warrant Shares, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statementbasis, (ii) second, by the Registrable Securities represented by the total number of Warrant Shares owned by the Holders, applied on a pro rata basis, and (iii) third, by the Registrable Securities represented by the Conversion Shares, applied on a pro rata basis. In the event of a cutback hereunder, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; providedthat, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC no later than November 30, 2018 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Buyers of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Buyers in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on no later than March 31, 2019 (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or before any Subsequent Resale Registration Statement) continuously effective under the date on which Securities Act until the Lockup Period expires, pursuant to the provisions of Section 4.1(e) expiration of the Purchase AgreementEffectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, continuously effective until the end of the Effectiveness Period. (iic) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon the Holders furnishing and related Prospectus, it will do so only in writing accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of the Holders, the Registrable Securities held by promptly upon becoming a Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) If a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline Date (an “Effectiveness Failure”), then, as liquidated damages to Buyers by reason of any such Prospectus delay in or reduction of its ability to sell the Shares (which remedy shall be the exclusive remedy for any Filing Failure or Effectiveness Failure (each, a “Failure”)), the Company shall pay to Buyers an amount equal to 0.1% of the aggregate purchase price paid by Buyers for the Shares for every sixty (60) days following the Filing Deadline Date that the Registration Statement is not filed (in the case of a Filing Failure) and any amendment for every sixty (60) days following the Effectiveness Deadline Date that the Registration Statement is not effective (in the case of an Effectiveness Failure), as the case may be, on a per diem basis (the “Liquidated Damages”); provided, however, that the maximum Liquidated Damages payable to Buyers under this Section 2(e) shall not exceed 1.0% of the aggregate purchase price of the Shares. Liquidated Damages, if any, shall be paid by the Company within ten (10) days following the end of each sixty (60) day period (or supplement theretoshorter period, if applicable) for which Liquidated Damages are payable. The Company shall pay interest on Liquidated Damages not paid when due at a rate of interest equal to eight percent (8.0%) per annum. In the event a Registration Statement is filed but is withdrawn by the Company prior to being declared effective by the SEC, then such Registration Statement will be deemed to have not been filed for the purpose of this Section 2(e).

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or another appropriate form in accordance herewith). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144sold, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect or (z) one year after the date hereof (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have sixty (60) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than ninety (“90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after the expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Note Shares and Warrant Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statementbasis. In the event of a cutback hereunder, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 (a) At any time a Purchaser or the Purchasers, or a Holder or Holders owning more than 25% of Registrable Securities (the “Initiating Holders”) may demand that the Company file a Registration Statement providing for the resale of all Registrable Securities (other than the Make Good Shares, if at such time the Make Good Shares have not been delivered to the Holder or Holders) then held by the Initiating Holders by giving written notice (a “Demand Notice”) to the Company, in which case all Holders of Registrable Securities may have all of their Registrable Securities included on such Registration Statement, by providing written notice of acceptance to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company agrees to use its commercially reasonable efforts to shall then prepare and file with the Commission on or prior to the Filing Date, a registration statement “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form S-1 (a “Resale Registration Statement”) except if the Company is not then eligible to register for resale such Registrable Securities on Form S-1, in which case such registrations shall be on another appropriate form in accordance herewith and the resale of Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Registrable Securities to be included in any such Registration Statement and (ii) use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase Agreementapplicable Effectiveness Date, and shall use its commercially reasonable efforts to keep any such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale any such Registration Statement on 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. is 5:00 p.m. Eastern Time on the second Business Day after applicable Effectiveness Date. (b) In the effective date event that the Company is unable to register for resale under Rule 415 all of such Resale the Registrable Securities on the initial Registration StatementStatement that it has agreed to file pursuant to the first sentence of Section 2(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C, the Company will file a final Prospectus an additional Registration Statement under the Securities Act with the Commission as required covering the resale by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company Purchasers of such other information regarding each of the Holders, the Registrable Securities held by Holder and the intended method of disposition lesser amount of the Registrable Securities as shall be reasonably requested the Company is able to register pursuant to the Commission’s interpretation of Rule 415 and use its reasonable best efforts to have such Registration Statement become effective as promptly as possible, and, when permitted to do so by the Company Commission, to effect file subsequent registration statement(s) under the Securities Act with the Commission covering the resale of any Registrable Securities that were omitted from its prior Registration Statements filed with the Commission pursuant to this Section 2(b) and use its reasonable best efforts to have such registration declared effective as promptly as possible. In furtherance 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. 2.1.2 Notwithstanding the registration Company’s obligations set forth in Section 2.1.1the preceding sentence, if the Commission informs parties hereby agree that in the event that any Holder shall deliver to the Company that a written notice at any time after the resale later of (x) the date which is six months after the Effectiveness Date of the latest Registration Statement filed pursuant to Section 2(a) or 2(b) hereof, as applicable, or (y) the date on which all Registrable Securities registered on all of the prior Registration Statements filed pursuant to Section 2(a) and 2(b) hereof are sold (the “Restricted Period”), that the Company shall file, within 30 days following the date of receipt of such written notice, an additional Registration Statement registering any Registrable Securities as a secondary offering cannot, as a result that were the subject of the application of Rule 415applicable Demand Notice, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments but were omitted from such prior Registration Statements. (c) On or prior to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderFiling Date, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to prepare and file with the CommissionCommission a Registration Statement covering the resale of the Make Good Shares on Form S-1 (except if the Company is not then eligible to register for resale such Registrable Securities on Form S-1, in which case such registrations shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). The Company shall (i) not permit any securities other than the Make Good Shares to be included in any such Registration Statement and (ii) use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly possible after the filing of such documents with thereof, but in any event on or prior to the Commission; providedapplicable Effectiveness Date, that and to keep any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each continuously effective under the Securities Act until such date as is the earlier of (x) the selling Holders in connection with the offering and sale of the date when all Registrable Securities covered by such Prospectus and Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any amendment or supplement theretorestriction pursuant to Rule 144 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 Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the Effectiveness Date.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to use its commercially reasonable efforts to file be prepared and filed with the Commission SEC no later than a registration statement on Form S-1 date which is forty-five (45) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”) to register the resale ). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the such Registrable Securities and for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or before prior to the date on which the Lockup Period expires, pursuant ten (10) Business Days prior to the provisions time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4.1(e) 4. The Company may permit any of its security holders to include any of the Purchase AgreementCompany’s securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)Subsequent Resale Registration Statement), as reasonably determined by subject to Section 3(d)(A) hereof, continuously effective until the counsel to end of the Company. Effectiveness Period. (c) The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Xxxxxx wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Holders furnishing in writing Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along to any intended distribution of Registrable Securities under the Resale Registration Statement. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities covered by in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Xxxxxx that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and any amendment or supplement theretoin accordance with the requirements of this Section 2(d).

Resale Registration. 2.1.1 The (a) On or prior to the Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement “resale” Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (a “Resale or another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement”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) to register the resale of not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use commercially reasonable efforts to cause such the Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the CompanyCompany (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale If at any time and for any reason, an additional Registration Statement on is required to be filed because at such time the same Business Day that actual number of Common Stocks and Warrant Shares exceeds the Company confirms effectiveness with number of shares of Registrable Securities remaining under 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, the Company shall have sixty (60) Business Days to file a final Prospectus with such additional Registration Statement, and the Company shall use commercially reasonable efforts to cause such additional Registration Statement to be declared effective by the Commission as required by Rule 424. Neverthelesssoon as possible, but in no event later than one hundred eighty (180) days after the Company’s obligations filing of such Registration Statement. (b) Notwithstanding anything to include the contrary set forth in this Section 2, in the event the Commission does not permit the Company to register all of the Registrable Securities in the Resale Registration Statement are contingent upon because of the Holders furnishing in writing to Commission’s application of Rule 415 (a “ 415 Notice”), the Company such other information regarding each shall, within ten (10) days of receipt of the Holders415 Notice, register in the Registration Statement such number of Registrable Securities as is permitted by the Commission, pro vided , however, that the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as to be included in such Registration Statement or any subsequent registration statement shall be reasonably requested by determined in the following order: (i) first, the Common Stock shall be registered on a pro rata basis among the Purchasers, as a group, and (ii) second, the Warrant Shares shall be registered on a pro rata basis among the Purchasers. In the event the Commission does not permit the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of register all of the Registrable Securities as a secondary offering cannot, as a result of in the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale initial Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale file subsequent Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements Statements to register the resale of those Registrable Securities that were not registered on in the Resale initial Registration Statement initially filed, as amended. 2.1.4 Upon promptly as possible and in a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.“

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or another appropriate form in accordance herewith). The Company agrees to shall use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have twenty (20) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than sixty (“60) days after such filing. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the following order (i) first, the Registrable Securities represented by the total number of Warrant Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderbasis, and (ii) second, the Registrable Securities represented by the Conversion Shares, applied on a pro rata basis, applied on a pro rata basis. The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; providedthat, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC no later than March 31, 2012 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Buyers of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Buyers in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on no later than June 30, 2012 (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or before any Subsequent Resale Registration Statement) continuously effective under the date on which Securities Act until the Lockup Period expires, pursuant to the provisions of Section 4.1(e) expiration of the Purchase AgreementEffectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, continuously effective until the end of the Effectiveness Period. (iic) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon the Holders furnishing and related Prospectus, it will do so only in writing accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of the Holders, the Registrable Securities held by promptly upon becoming a Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) If a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline Date (an “Effectiveness Failure”), then, as liquidated damages to Buyers by reason of any such Prospectus delay in or reduction of its ability to sell the Shares (which remedy shall be the exclusive remedy for any Filing Failure or Effectiveness Failure (each, a “Failure”)), the Company shall pay to Buyers an amount equal to 1.0% of the aggregate purchase price paid by Buyers for the Shares for every thirty (30) days following the Filing Deadline Date that the Registration Statement is not filed (in the case of a Filing Failure) and any amendment for every thirty (30) days following the Effectiveness Deadline Date that the Registration Statement is not effective (in the case of an Effectiveness Failure), as the case may be, on a per diem basis (the “Liquidated Damages”); provided, however, that the maximum Liquidated Damages payable to Buyers under this Section 2(e) shall not exceed 3.0% of the aggregate purchase price of the Shares. Liquidated Damages, if any, shall be paid by the Company within ten (10) days following the end of each thirty (30) day period (or supplement theretoshorter period, if applicable) for which Liquidated Damages are payable. The Company shall pay interest on Liquidated Damages not paid when due at a rate of interest equal to fifteen percent (15.0%) per annum. In the event a Registration Statement is filed but is withdrawn by the Company prior to being declared effective by the SEC, then such Registration Statement will be deemed to have not been filed for the purpose of this Section 2(e).

Resale Registration. 2.1.1 The Subject to Section 7.18(b), within ninety (90) days following the Effective Time, Acquiror and the Company agrees to use its commercially reasonable efforts to Stockholders (other than any Dissenting Company Stockholders) shall prepare and Acquiror shall file with the Commission a registration statement on Form S-1 (a “the "Resale Registration Statement”") to register under the Securities Act covering the resale of the Registrable Securities and Acquiror Common Stock to cause be issued to such be declared effective under Company Stockholders in the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, and Merger. Acquiror shall thereafter use its commercially reasonable best efforts to keep have such Resale Registration Statement continuously declared effective under by the Securities Act for two (2) years SEC as soon after the date filing as practicable and to keep that Resale Registration Statement effective and current, including through the filing of expiration any amendments and supplements that may be required under provisions of the Lockup Periodapplicable Law, or until the date that all Registrable Securities covered by such Registration Statement earlier of (i) have been sold thereunder or the date the shares of Acquiror Common Stock issued to the Company Stockholders in the Merger and registered pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement have been disposed of by the Company Stockholders, and (ii) the date such Acquiror Common Stock is otherwise eligible for public resale without limitation as to amount under applicable securities Laws. Acquiror may include other shares of Acquiror Common Stock on 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 Acquiror agrees to notify each Company Stockholder with shares 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 Acquiror Common Stock registered in the Resale Registration Statement are contingent upon (a "Selling Stockholder") (i) when the Holders furnishing in writing to the Company such other information regarding each of the HoldersResale Registration Statement (or any post-effective amendment thereto) has become effective, the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, (ii) if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments SEC has issued any stop order with respect to the Resale Registration Statement as required by or initiated any proceedings for that purpose, and (iii) if Acquiror has received any written notification with respect to the Commission, covering suspension of qualification of any Acquiror Common Stock for sale in any jurisdiction or on any securities exchange or market or with respect to the maximum initiation or threat of any proceeding for such purpose. Acquiror further agrees to furnish each Selling Stockholder such number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event copies of a cutback hereunderprospectus, in conformity with the Company shall give each requirements of applicable Law, and such other documents as such Selling Stockholder may reasonably request in order to facilitate the disposition of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested Acquiror Common Stock owned by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical formSelling Stockholder. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 The Company agrees Holdings and the Company: (i) shall cause to use its commercially reasonable efforts to file be filed with the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) to register the resale of the Registrable Securities and to cause such be declared effective under Exchange Commission (the Securities Act “Commission”), on or before the date that is 150 days after the Closing Date (the “Filing Deadline”); one or more resale registration statements (each a “Registration Statement”) on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective Form S-1 under the Securities Act for two (2) years after the date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel relating to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering offer and sale of the Registrable Securities covered held by each of the Purchasers in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act (the “Resale Registration”); and (ii) shall use its reasonable best efforts to have such Prospectus Resale Registration declared effective by the Commission as soon as practicable thereafter, but in no event later than the date that is 240 days after the Closing Date (the “Effectiveness Deadline”); and shall use its reasonable best efforts to keep the Registration Statement continuously effective, supplemented and amended in order to permit the prospectus included therein to be lawfully delivered by the Purchasers until all of the Registrable Securities held by the Purchasers have been sold or, if earlier, the date on which all Registrable Securities acquired by the Purchasers pursuant to this Agreement become eligible to be sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then enforced) during a single 90-day period (in any such case, such period being called the “Resale Registration Period”). Holdings and the Company shall be deemed not to have used its reasonable best efforts to keep the Registration Statement effective during the Resale Registration Period if it voluntarily takes any action that would result in any Purchaser not being able to offer and sell its Registrable Securities during the Resale Registration Period, unless such action is required by applicable law. (As used herein, except as otherwise provided or unless the context otherwise requires, the term “prospectus” refers to the prospectus included in the Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.) (iii) shall notify each Purchaser upon discovery of the occurrence of any event as a result of which, a prospectus contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading in light of the circumstance under which they were made and will prepare, file and furnish to such Purchaser a supplement or amendment to such prospectus so that, as thereafter delivered, such prospectus will not contain an untrue statement of a material fact or supplement theretoomit to state any fact necessary to make the statements therein not misleading in light of the circumstance under which they were made. Upon receipt of such notice, each Purchaser agrees that it will immediately discontinue offers and sales of Registrable Securities under the Registration Statement until the Purchaser receives copies of a supplemented or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective. If so directed by Holdings or the Company, each Purchaser will deliver to Holdings or the Company all copies of the prospectus current at the time of receipt of any such notice.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC no later than March 31, 2011 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Buyers of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Buyers in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on no later than June 30, 2011 (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or before any Subsequent Resale Registration Statement) continuously effective under the date on which Securities Act until the Lockup Period expires, pursuant to the provisions of Section 4.1(e) expiration of the Purchase AgreementEffectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, continuously effective until the end of the Effectiveness Period. (iic) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon the Holders furnishing and related Prospectus, it will do so only in writing accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of the Holders, the Registrable Securities held by promptly upon becoming a Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) If a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline Date (an “Effectiveness Failure”), then, as liquidated damages to Buyers by reason of any such Prospectus delay in or reduction of its ability to sell the Shares (which remedy shall be the exclusive remedy for any Filing Failure or Effectiveness Failure (each, a “Failure”)), the Company shall pay to Buyers an amount equal to 1.0% of the aggregate purchase price paid by Buyers for the Shares for every thirty (30) days following the Filing Deadline Date that the Registration Statement is not filed (in the case of a Filing Failure) and any amendment for every thirty (30) days following the Effectiveness Deadline Date that the Registration Statement is not effective (in the case of an Effectiveness Failure), as the case may be, on a per diem basis (the “Liquidated Damages”); provided, however, that the maximum Liquidated Damages payable to Buyers under this Section 2(e) shall not exceed 3.0% of the aggregate purchase price of the Shares. Liquidated Damages, if any, shall be paid by the Company within ten (10) days following the end of each thirty (30) day period (or supplement theretoshorter period, if applicable) for which Liquidated Damages are payable. The Company shall pay interest on Liquidated Damages not paid when due at a rate of interest equal to fifteen percent (15.0%) per annum. In the event a Registration Statement is filed but is withdrawn by the Company prior to being declared effective by the SEC, then such Registration Statement will be deemed to have not been filed for the purpose of this Section 2(e).

Resale Registration. 2.1.1 The 5.1.1. Within thirty (30) calendar days of the effectiveness of the first registration statement filed by the Company agrees pursuant to use its commercially reasonable efforts the Securities Act of 1933, as amended and supplemented (the “Securities Act”), or the policies, rules, and regulations related to the Securities Act or Exchange Act (the “Regulations”), the Company shall file with the Commission a registration statement on Form S-1 covering the resale of the Warrants and any securities issuable in connection with the exercise thereof (a the “Resale Warrant Registration Statement”) to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, and shall use its commercially reasonable best efforts to keep ensure that such Resale Warrant Registration Statement is declared effective within one hundred twenty (120) calendar days of the filing of such resale registration statement. The Company shall use its best efforts to cause the Warrant Registration Statement to remain continuously effective under effective, supplemented and amended to ensure that the Warrant Registration Statement is available for its intended use by the Holders of the Warrants entitled to this benefit and to ensure that the Warrant Registration Statement conforms and continues to conform with the requirements of the Securities Act and the Regulations, as announced from time to time, until the day which is one (1) year after the effectiveness of the Warrant Registration Statement or such earlier time and date when all of the Warrants or Warrant Shares have been sold pursuant to the Warrant Registration Statement. The Company shall, if requested, promptly incorporate in a prospectus supplement or post-effective amendment to the Warrant Registration Statement such information as a majority in interest of the Holders reasonably agree should be included therein and shall make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment. 5.1.2. During any consecutive 365-day period, the Company shall be entitled to suspend the availability of the Warrant Registration Statement for up to two (2) years after forty-five (45) consecutive-day periods, if the date Board of expiration Directors determines in the exercise of its reasonable judgment that there is a valid business purpose for such suspension and provides notice that such determination was made by the Board of Directors to the Holders of the Lockup PeriodWarrants; provided, however, that in no event shall the Company be required to disclose the business purpose for such suspension if the Company determines in good faith that such business purpose must remain confidential. 5.1.3. Notwithstanding anything to the contrary herein, the Company shall not be required to file a resale registration statement or until maintain the date that all Registrable Securities covered by such Warrant Registration Statement (i) have been sold thereunder effective covering Warrants or Warrant Shares pursuant to Rule 144, (ii) may be sold this Section 5.1 that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume or manner-of-sale restrictions restrictions) and without the need for current public information required by Rule 144(c)(1) (including pursuant to or Rule 144(i)(2)), as reasonably determined by the counsel to the Company. The Company shall promptly notify the Holders via facsimile if applicable) or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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 the subject of a selling stockholder in similar situations. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale then-effective registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC after January 10, 2015 but no later than June 30, 2015 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Buyer of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Buyer in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on no later than September 30, 2015 (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or before any Subsequent Resale Registration Statement) continuously effective under the date on which Securities Act until the Lockup Period expires, pursuant to the provisions of Section 4.1(e) expiration of the Purchase AgreementEffectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, continuously effective until the end of the Effectiveness Period. (iic) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon the Holders furnishing and related Prospectus, it will do so only in writing accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of the Holders, the Registrable Securities held by promptly upon becoming a Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) If a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline Date (an “Effectiveness Failure”), then, as liquidated damages to Buyer by reason of any such Prospectus delay in or reduction of its ability to sell the Registrable Securities (which remedy shall be the exclusive remedy for any Filing Failure or Effectiveness Failure (each, a “Failure”)), the Company shall pay to Buyer an amount equal to 1.0% of the aggregate purchase price paid by Buyer for the Units and any amendment amounts paid (or supplement theretodeemed paid, in the event of a cashless exercise), if any, for shares of common stock underlying the warrants upon exercise of such warrants for every thirty (30) days following the Filing Deadline Date that the Registration Statement is not filed (in the case of a Filing Failure) and for every thirty (30) days following the Effectiveness Deadline Date that the Registration Statement is not effective (in the case of an Effectiveness Failure), as the case may be, on a per diem basis (the “Liquidated Damages”); provided, however, that the maximum Liquidated Damages payable to Buyer under this Section 2(e) shall not exceed 3.0% of the aggregate purchase price of the Units and amounts paid (or deemed paid, in the event of a cashless exercise), if any, for shares of common stock underlying the warrants upon exercise of such warrants. Liquidated Damages, if any, shall be paid by the Company within ten (10) days following the end of each thirty (30) day period (or shorter period, if applicable) for which Liquidated Damages are payable. The Company shall pay interest on Liquidated Damages not paid when due at a rate of interest equal to fifteen percent (15.0%) per annum. In the event a Registration Statement is filed but is withdrawn by the Company prior to being declared effective by the SEC, then such Registration Statement will be deemed to have not been filed for the purpose of this Section 2(e).

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC no later than May 31, 2010 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Buyers of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Buyers in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on no later than September 30, 2010 (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or before any Subsequent Resale Registration Statement) continuously effective under the date on which Securities Act until the Lockup Period expires, pursuant to the provisions of Section 4.1(e) expiration of the Purchase AgreementEffectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, continuously effective until the end of the Effectiveness Period. (iic) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon the Holders furnishing and related Prospectus, it will do so only in writing accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of the Holders, the Registrable Securities held by promptly upon becoming a Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities covered by in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus and any amendment or supplement thereto.for effecting resales of

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC after June 30, 2016 but no later than November 30, 2016 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Buyer of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Buyer in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on no later than February 28, 2017 (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or before any Subsequent Resale Registration Statement) continuously effective under the date on which Securities Act until the Lockup Period expires, pursuant to the provisions of Section 4.1(e) expiration of the Purchase AgreementEffectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, continuously effective until the end of the Effectiveness Period. (iic) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon the Holders furnishing and related Prospectus, it will do so only in writing accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of the Holders, the Registrable Securities held by promptly upon becoming a Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) If a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline Date (an “Effectiveness Failure”), then, as liquidated damages to Buyer by reason of any such Prospectus delay in or reduction of its ability to sell the Registrable Securities (which remedy shall be the exclusive remedy for any Filing Failure or Effectiveness Failure (each, a “Failure”)), the Company shall pay to Buyer an amount equal to 1.0% of the aggregate purchase price paid by Buyer for the Shares for every thirty (30) days following the Filing Deadline Date that the Registration Statement is not filed (in the case of a Filing Failure) and any amendment for every thirty (30) days following the Effectiveness Deadline Date that the Registration Statement is not effective (in the case of an Effectiveness Failure), as the case may be, on a per diem basis (the “Liquidated Damages”); provided, however, that the maximum Liquidated Damages payable to Buyer under this Section 2(e) shall not exceed 3.0% of the aggregate purchase price of the Shares. Liquidated Damages, if any, shall be paid by the Company within ten (10) days following the end of each thirty (30) day period (or supplement theretoshorter period, if applicable) for which Liquidated Damages are payable. The Company shall pay interest on Liquidated Damages not paid when due at a rate of interest equal to fifteen percent (15.0%) per annum. In the event a Registration Statement is filed but is withdrawn by the Company prior to being declared effective by the SEC, then such Registration Statement will be deemed to have not been filed for the purpose of this Section 2(e).

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to use its commercially reasonable efforts to file be prepared and filed with the Commission SEC no later than a registration statement on Form S-1 date which is forty (40) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”). The Initial Resale Registration Statement shall be on Form S-1 or Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders as selling shareholders and not as underwriters in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to cause the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that if the SEC deems that the Company is ineligible to use Form S-3 to register the resale by Holders of the Registrable Securities because one or more of the Holders are deemed to be Affiliates of the Company, then the Filing Deadline Date with respect to any such Affiliate shall be 90 days after the Issue Date and the Effectiveness Deadline Date shall be 180 days after the Issue Date. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Resale Registration Statement became effective shall be named as a selling security holder and not as an underwriter in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4. The Company may permit Shoreline Pacific, LLC and Regent Securities Capital Corporation (or any of their affiliated entities) (the “Placement Agents”) to include the Common Shares issuable upon exercise of the Compensation Warrants in the Initial Registration Statement or any Subsequent Registration Statement. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or Subsequent Resale Registration Statement), subject to Section 3(d)(A) hereof, continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Initial or any Subsequent Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Resale Registration Statement, if required by the Securities Act. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(d) and Section 4. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Resale Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) If the Initial Resale Registration Statement has not been (i) filed with the SEC on or prior to the Filing Deadline Date or (ii) declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant prior to the provisions of Section 4.1(e) of the Purchase Agreement, 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 date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statementEffectiveness Deadline Date, the Company agrees to promptly inform pay to each Holder of the Holders thereof Convertible Debentures an amount in cash, as liquidated damages and use its commercially reasonable efforts not as a penalty, equal to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each 6% per annum of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale aggregate principal amount of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested Convertible Debentures held by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available “Additional Interest”). The Additional Interest shall be payable on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use first anniversary of the Prospectus included in date hereof and the Resale Registration Statement and each amendment or supplement thereto by each Company’s obligation to pay Additional Interest shall cease on the first anniversary of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement theretodate hereof.

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or another appropriate form in accordance herewith). The Company agrees shall: (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement; and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144sold, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect or (z) one year after the date hereof (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have sixty (60) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than ninety (“90) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90) days shall commence immediately after the expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Note Shares and Warrant Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderbasis, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of: (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and; (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of: (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date); or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company: (i) that the Commission will not review such Registration Statement; or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or another appropriate form in accordance herewith). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144sold, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect or (z) one year after the date hereof (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have sixty (60) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than ninety (“90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after the expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Note Shares and Warrant Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderbasis, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; providedthat, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or Form S-3 (or another appropriate form in accordance herewith). The Company agrees to shall: (i) include the Registrable Securities in the Registration Statement; and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144sold, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect or (z) one year after the date hereof (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have ninety (90) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than one hundred twenty (“120) days after such filing; provided, however that if the prior Registration Statement was filed within six (6) months of such ninety (90) or one hundred twenty (120) day period, then the ninety (90) and one hundred twenty (120) days shall commence immediately after the expiration of the date that is six (6) months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Note Shares and Warrant Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderbasis, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of: (i) ninety (90) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and; (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of: (A) the one hundred twentieth (120) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred fiftieth (150th) day following such filing date); or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company: (i) that the Commission will not review such Registration Statement; or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 The Company agrees 1.1 On or prior to use its commercially reasonable efforts to the first (1st) Business Day following the expiration of the Lockup Period, ProQR will file with the Commission a registration statement on Form S-1 (a “Resale Shelf Registration Statement”) to register the Statement registering for resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, and Act. The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective as promptly as practicable after filing. Until the earlier of such time as (a) all Registrable Securities cease to be Registrable Securities or (b) ProQR is no longer eligible to maintain a Shelf Registration Statement, ProQR will keep current and effective such Shelf Registration Statement and file such supplements or amendments to such Shelf Registration Statement (or file a new Shelf Registration Statement when such preceding Shelf Registration Statement expires pursuant to the rules of the SEC) as may be necessary or appropriate in order to keep such Resale Shelf Registration Statement continuously effective and useable for the resale of Registrable Securities under the Securities Act for in order to fulfill a Shelf Underwritten Offering Request (as defined below). The Shelf Registration Statement shall include the Plan of Distribution attached hereto as Annex A. 1.2 Lilly may use the Shelf Registration Statement to dispose of Registrable Securities pursuant to an Underwritten Offering from which it reasonably expects to receive gross proceeds of at least $15.0 million in the aggregate from such Underwritten Offering. Upon written notice from Lxxxx to ProQR of Lxxxx’x intention to sell Registrable Securities in such manner, ProQR shall, at Lxxxx’x request (a “Shelf Underwritten Offering Request”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by ProQR with the underwriter or underwriters selected by Lxxxx and reasonably acceptable to ProQR and shall take all such other reasonable actions as are requested by the managing underwriter of such Underwritten Offering and/or Lilly in order to expedite or facilitate the disposition of such Registrable Securities (“Shelf Underwritten Offering”); provided, that in no event shall ProQR have any obligation to facilitate or participate in more than two (2) years after Shelf Underwritten Offerings. 1.3 If the date of expiration filing, initial effectiveness or use of the Lockup PeriodShelf Registration Statement at any time would require ProQR to make a public disclosure of material non-public information that ProQR has a bona fide business purpose, in good faith, for not disclosing publicly at such time, ProQR may, upon giving prompt written notice of such action to Lilly, delay the filing or initial effectiveness of, or until suspend use of, the date that all Registrable Securities covered by such Shelf Registration Statement (i) have been sold thereunder a “Suspension”). ProQR shall use commercially reasonable efforts to make routine public disclosures about its business in the ordinary course consistent with past practice and subject to and in compliance with applicable law. In the case of a Suspension, Lxxxx agrees to suspend use of the applicable Prospectus in connection with any sale or pursuant purchase, or offer to Rule 144sell or purchase, (ii) may be sold pursuant Shares, upon receipt of the notice referred to 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 counsel to the Companyabove. The Company shall promptly immediately notify Lxxxx in writing upon the Holders via facsimile termination of any Suspension, amend or by e- mail supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to Lilly such numbers of copies of the effectiveness of the Resale Registration Statement on the same Business Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Resale Registration StatementProspectus as so amended or supplemented as Lxxxx may reasonably request. The Buyer Company shall, by 9:30 a.m. Eastern Time on if necessary, supplement or amend the second Business Day after the effective date of such Resale Shelf Registration Statement, file a final Prospectus with the Commission as if required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities 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 law or as shall may reasonably be reasonably requested by the Company 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 situationsLxxxx. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to use its commercially reasonable efforts to file be prepared and filed with the Commission SEC no later than a registration statement on Form S-1 date which is forty-five (45) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (a “Resale Registration Statement”) to register the resale ). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the such Registrable Securities and for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is ninety (90) days (or, in the case of a full review by the SEC, one hundred and twenty (120) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or before prior to the date on which the Lockup Period expires, pursuant ten (10) Business Days prior to the provisions time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4.1(e) 4. The Company may permit any of its security holders to include any of the Purchase AgreementCompany’s securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under obtain the Securities Act for two (2) years after the date prompt withdrawal of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of any order suspending the effectiveness of the Resale Registration Statement on the same Business Day that the Company confirms effectiveness with the Commissionthereof, which and in any event shall be the date requested for effectiveness within thirty (30) days of such Resale Registration Statement. The Buyer shall, by 9:30 a.m. Eastern Time on the second Business Day after the effective date cessation 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends effectiveness amend the Resale Registration Statement in accordance with the foregoing, a manner reasonably expected by the Company will use its commercially reasonable efforts to obtain the withdrawal of the order suspending the effectiveness thereof, or file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the an additional Resale Registration Statement initially filed, covering all of the securities that as amended. 2.1.4 Upon a Holder’s request, of the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing date of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.filing are Registrable

Resale Registration. 2.1.1 The Company agrees to use its commercially reasonable efforts to file with the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) to register the resale of the Registrable Securities Securities, within forty-five (45) days after the closing of the Company’s IPO (the “Filing Deadline”), and to cause such Resale Registration Statement be declared effective under within four (4) months after the Securities Act on closing of the Company’s IPO (the “Effectiveness Deadline”; provided, however, that if the Company is notified by the Commission that the Resale Registration Statement will not be reviewed or before is no longer subject to further review and comments, the Effectiveness Deadline as to such Resale Registration Statement shall be the fifth (5th) Trading Day following the date on which the Lockup Period expiresCompany is so notified if such date precedes the dates otherwise required above; provided, pursuant further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the provisions of Section 4.1(e) of next Business Day on which the Purchase AgreementCommission is open for business), 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 expiration of the Lockup PeriodResale 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) may be sold pursuant to 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 counsel to the CompanyCompany (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or by e- e-mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) At any time after the Closing Date, Holders of the Minimum Amount may submit a Registration Request for Resale Registration. Such Registration Request shall state the number of Shares to be registered and the intended plan of distribution thereof. The Company agrees to use its commercially reasonable efforts shall be obligated to file with the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement pursuant to register the resale of the Registrable Securities and this Section 2 on only one occasion. The Company shall be deemed to cause such be declared have satisfied its obligation under this Section 2 with respect to a Registration Request for Resale Registration if a Resale Registration Statement becomes effective under the Securities Act on or before and remains effective for the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, 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 date of expiration of the Lockup applicable Required Effectiveness Period, or until if the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness failure of the Resale Registration Statement on the same Business Day that the Company confirms effectiveness with the Commission, which shall be the date requested relating to such Registration Request for effectiveness of such Resale Registration Statement. The Buyer shall, by 9:30 a.m. Eastern Time on the second Business Day after the to become or remain effective date of for 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 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 Company 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 Required Effectiveness Period results primarily from any action or inaction of a selling stockholder in similar situations. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders Holder whose securities Shares are included in such Resale Registration Statement. In the event . (b) Upon receipt of a cutback hereunderRegistration Request for Resale Registration, and upon the Company shall give each of compliance by the Holders at least five (5submitting such Registration Request with Section 6(b) business days prior written notice along with hereof, and subject to the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingconditions and limitations of Section 3 hereof, the Company will use its commercially reasonable efforts to file with the Commission, a Resale Registration Statement as promptly as allowed practicable. The Company shall give notice of any Registration Request for Resale Registration to all Holders who did not join therein and such Holders may become additional parties to such Registration Request for Resale Registration by giving the Company notice of their joinder within 10 days after the date of such notice by the Commission or Commission Guidance provided Company. (c) The Company shall use commercially reasonable efforts to maintain the Buyer, one or more registration statements to register the resale effectiveness of those Registrable Securities that were not registered on the Resale Registration Statement initially filedfor the Required Effectiveness Period, as amendedprovided that Rule 415 promulgated under the Securities Act, or any successor rule promulgated under the Securities Act, permits an offering on a continuous or delayed basis. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or another appropriate form in accordance herewith). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144sold, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect or (z) one year after the date hereof (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have sixty (60) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than ninety (“90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after the expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Purchased Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statementbasis. In the event of a cutback hereunder, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 The (i) As promptly as reasonably possible, and in any event on or prior to the Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement 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-1 S-3 and shall contain (a except if otherwise directed by the Holder) the “Resale Registration StatementPlan 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) to 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. (ii) The Company shall use reasonable best efforts to cause such the Registration Statement to be declared effective under by the Securities Act on or before Commission as promptly as reasonable possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementRequired Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Resale the Registration Statement continuously effective under the Securities Act for two (2) years after the date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement earliest of (i) have been sold thereunder or pursuant to Rule 144the fifth (5th) anniversary of the Effective Date, (ii) such time as all of the Registrable Securities may be sold to the public pursuant to Rule 144 without any volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information (including pursuant to requirement under Rule 144(i)(2)144(c)(1), or (iii) such time as reasonably determined by the counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus Registration Statement have been sold publicly (the “Effectiveness Period”). (iii) The Company shall notify the Holder in writing promptly (and in any amendment event within one Business Day) after receiving notification from the Commission that the Registration Statement has been declared effective. (iv) Except as contemplated by section 1.7 of the Warrant to Purchase Stock, dated March 31, 2017, issued by the Company to Kxxxxxx Xxxxxx Foundation, the Company shall not, prior to the Effective Date of the Registration Statement, prepare and file with the Commission a registration statement relating to an offering for its own account or supplement theretothe account of others under the Securities Act of any of its equity securities (other than a Registration Statement on Form S-8). (v) If the Company issues to the Holder any Common Stock pursuant to the Warrant that is not included in the initial Registration Statement, then the Company shall file an additional Registration Statement covering such number of shares of Common Stock on or prior to the Filing Date and shall use reasonable best efforts to cause such additional Registration Statement to become effective by the Commission by the Required Effectiveness Date.

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement except as set forth on Schedule II hereto and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Business Day after Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the effective date actual number of such Resale Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company shall have twenty (20) Business Days to file such other information regarding each of the Holdersadditional Registration Statement, the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as Company shall be reasonably requested by the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than sixty (“60) days after such filing. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the following order (i) first, the Registrable Securities represented by the total number of shares owned by the Holders set forth on Schedule II hereto, applied on a pro-rata basis, (ii) second, the Registrable Securities represented by the total number of Warrant Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderbasis, (iii) third, the Registrable Securities represented by the Conversion Shares, applied on a pro rata basis, and (iv) fourth, the Registrable Securities represented by the Common Shares, applied on a pro rata basis. The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements subsequent Registration Statements to register the resale of those Registrable Securities that were not registered in the initial Registration Statement as promptly as possible but in no event later than on the Resale Filing Date and in a manner permitted by the Commission. For purposes of this Section 2(b), “Filing Date” means with respect to each subsequent Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s requestfiled pursuant hereto, the Company shall furnish to such Holder, without charge, at least one conformed copy later of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, (i) sixty (60) days following the sale of substantially all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 1.1 The Company agrees Investor shall be entitled to use its commercially reasonable efforts to file with the Commission a registration statement on Form S-1 (a “Resale request Registration Statement”) to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act of the resale of all or part of Investor’s Registrable Securities that are no longer subject to the lock-up restrictions under Section 6.5 of this Agreement on Form X-0, Xxxx X-0, or before any other applicable SEC registration statement for which shelf registration is available. On the earlier of (a) thirty (30) days after the date on which that the Lockup Period expiresCompany’s public float equals or exceeds $75 million or (b) April 15, 2022, the Company shall file a Registration Statement Registering for resale the Registrable Securities under the Securities Act. The Company shall use its reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable after filing, but in no event more than 120 days after such filing. Until the earlier of such time as (i) all Registrable Securities cease to be Registrable Securities or (ii) the Company is no longer eligible to maintain a Registration Statement, the Company shall use reasonable best efforts to keep current and effective such Registration Statement and file such supplements or amendments to such Registration Statement (or file a new Registration Statement when such preceding Registration Statement expires pursuant to the provisions of Section 4.1(e) rules of the Purchase Agreement, and shall use its commercially reasonable efforts SEC) as may be necessary or appropriate in order to keep such Resale Registration Statement continuously effective and useable for the resale of Registrable Securities under the Securities Act for two (2) years after Act. 1.2 If the date of expiration filing, initial effectiveness or continued use of the Lockup PeriodRegistration Statement at any time would require the Company to make a public disclosure of material non-public information that the Company has a bona fide business purpose for not disclosing publicly at such time, the Company may, upon giving prompt written notice of such action to Investor, delay the filing or initial effectiveness of, or until suspend use of, the date that all Registrable Securities covered by such Registration Statement (ia “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension more than once during any twelve (12) have been sold thereunder month period for a period not to exceed sixty (60) days. In the case of a Suspension, Investor shall suspend use of the applicable Prospectus in connection with any sale or pursuant offer to Rule 144, (ii) may be sold pursuant sell Shares upon receipt of the notice referred to 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 counsel to the Companyabove. The Company shall promptly notify Investor in writing upon the Holders via facsimile termination of any Suspension, amend or by e- mail supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading and furnish to Investor such numbers of copies of the effectiveness of the Resale Registration Statement on the same Business Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Resale Registration StatementProspectus as so amended or supplemented as Investor may reasonably request. The Buyer Company shall, by 9:30 a.m. Eastern Time on if necessary, supplement or amend the second Business Day after the effective date of such Resale Registration Statement, file a final Prospectus with the Commission as if required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities 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 Law or as shall may reasonably be reasonably requested by the Company 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 situationsInvestor. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 The 1.1 No later than 45 days following the Closing Date, the Company agrees to use its commercially reasonable efforts to will file with the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) to register the Statement registering for resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, and Act. The Company shall use its commercially reasonable efforts to keep cause such Resale Registration Statement continuously to become effective under the Securities Act for two within 120 days following the Closing Date. Until the earlier of such time as (2i) years after the date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by cease to be Registrable Securities or (ii) the Company is no longer eligible to maintain a Registration Statement, the Company shall use commercially reasonable efforts to keep current and effective such Registration Statement and file such supplements or amendments to such Registration Statement (i) have been sold thereunder or file a new Registration Statement when such preceding Registration Statement expires pursuant to Rule 144, (iithe rules of the SEC) as may be sold pursuant necessary or appropriate in order to Rule 144 without volume keep such Registration Statement continuously effective and useable for the resale of Registrable Securities under the Securities Act. 1.2 If the filing, initial effectiveness or mannercontinued use of the Registration Statement at any time would require the Company to make a public disclosure of material non-of-sale restrictions and without current public information that the Company has a bona fide business purpose for not disclosing publicly at such time, the Company may, upon giving prompt written notice of such action to Investor, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement (including pursuant a “Suspension”); provided, however, that the Company shall not be permitted to Rule 144(i)(2))exercise a Suspension more than once during any twelve (12) month period for a period not to exceed sixty (60) days. In the case of a Suspension, as reasonably determined by Investor shall suspend use of the counsel applicable Prospectus in connection with any sale or offer to sell Shares upon receipt of the Companynotice referred to above. The Company shall promptly notify Investor in writing upon the Holders via facsimile termination of any Suspension, amend or by e- mail supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading and furnish to Investor such numbers of copies of the effectiveness of the Resale Registration Statement on the same Business Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Resale Registration StatementProspectus as so amended or supplemented as Investor may reasonably request. The Buyer Company shall, by 9:30 a.m. Eastern Time on if necessary, supplement or amend the second Business Day after the effective date of such Resale Registration Statement, file a final Prospectus with the Commission as if required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities 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 law or as shall may reasonably be reasonably requested by the Company 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 situationsInvestor. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 The (a) On or prior to the Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement on Form S-1 (a “Resale resale” Registration Statement”) to register Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and 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) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause such the Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (iiy) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information 24 months after the Closing Date (including pursuant to Rule 144(i)(2the “Effectiveness Period”)), as reasonably determined by the counsel to the Company. The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Business Day after effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the effective date actual number of such Resale shares of Common Stock into which the Notes are convertible plus the number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days to file a final Prospectus with 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 required by Rule 424. Neverthelesssoon as possible, but in no event later than sixty (60) days after filing. (b) Notwithstanding anything to the Company’s obligations contrary set forth in this Section 2, in the event the Commission does not permit the Company to include register all of the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company such other information regarding each because of the Holders, Commission’s application of Rule 415 or the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Commission requires the Company to effect the registration of the either exclude shares held by certain Holders or deem such Holders to be underwriters with respect to their 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 shall register in similar situations. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum such number of Registrable Securities as is permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission without naming such Holder as an underwriter (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted unless such Holder agrees to be registered on the Resale Registration Statementnamed as an underwriter); provided, however, that the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In Statement or any subsequent registration statement shall be determined in the event of a cutback hereunderfollowing order: (i) first, the Company shall give each shares of Common Stock issuable upon conversion of the Holders at least five Notes shall be registered on a pro rata basis among the holders of the Notes, (5ii) business days prior written notice along with second, the calculations as to shares of Common Stock issuable upon exercise of the Warrants shall be registered on a pro rata basis among the holders of the Warrants and (iv) third, any shares listed on Schedule II hereto shall be registered on a pro rata basis among the holders of such Xxxxxx’s allotmentshares. In the event the Commission does not permit the Company amends to register all of the Resale Registrable Securities in the initial Registration Statement in accordance with Statement, then except as the foregoingHolders of such excluded Registrable Securities may otherwise agree, the Company will shall use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements subsequent Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale initial Registration Statement, as promptly as possible and in a manner permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s requestfiled pursuant hereto, the Company shall furnish to earlier of (A) the ninetieth (90th) day following the filing date of such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto(or in the event such Registration Statement receives a “full review” by the Commission, including financial statements and schedules, all documents incorporated the one hundred twentieth (120th) day following such filing date) or deemed to be incorporated therein by reference to (B) the extent requested by such Holder, and all exhibits to the extent requested by such Holder date which is within three (including those previously furnished or incorporated by reference3) promptly Business Days after the filing of date on which the Commission informs the Company (i) that the Commission will not review such documents with the Commission; provided, Registration Statement or (ii) that any such item which is available on the XXXXX system (or successor thereto) need Registration Statement will not be furnished in physical form. 2.1.5 Subject subject to further review; provided that, if the terms of this AgreementEffectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Company hereby consents to Effectiveness Date shall be the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement theretofollowing Business Day.

Resale Registration. 2.1.1 The (a) As soon as practicable following the Closing (as defined in the Merger Agreement), the Company agrees to shall use its commercially reasonable best efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-3 or any similar short-form registration statement, in each case, covering the resale of all the Registrable Securities (as determined as of two (2) Business Days prior to such filing) (any such registration statement filed pursuant to this Section 1(a), a “Resale Registration StatementShelf”) ); provided that the Parties acknowledge and agree that the sale of any Registrable Securities registered under such Resale Shelf may be subject to register restrictions imposed by this Agreement and/or applicable securities laws. Such Resale Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, Newtek. (b) The Company agrees to use reasonable best efforts to cause such be declared Resale Shelf, or another shelf registration statement that includes all Registrable Securities, to (i) become effective under as soon as reasonably practicable following the Securities Act on or before filing thereof and (ii) remain effective until the date on which the Lockup Period expires, pursuant Newtek ceases to the provisions of Section 4.1(e) of the Purchase Agreement, 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 date of expiration of the Lockup Period, or until the date that all hold any Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2the “Effectiveness Obligation Period”)), as reasonably determined by the counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1foregoing, if the Commission informs prevents the Company that the resale of from including any or all of the Registrable Securities as proposed to be registered under a secondary offering cannot, as a result Resale Shelf due to limitations on the use of Rule 415 of the application Securities Act for the resale of Rule 415Registrable Securities by Newtek, be registered on a single such Resale Shelf shall register for resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by as is permitted. In the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, event the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In for Newtek is reduced, as promptly as practicable after being permitted to register additional Registrable Securities under Rule 415 under the event of a cutback hereunderSecurities Act, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends amend the Resale Registration Statement Shelf or file a new Resale Shelf to register such Registrable Securities not included in the initial Resale Shelf and use its reasonable best efforts to cause such amendment or Resale Shelf to become effective as promptly as practicable. (c) The Company shall use its reasonable best efforts to keep all such Resale Shelfs filed pursuant to this Section 1 continuously effective under the Securities Act, including by filing successive replacement or renewal registration statements in accordance with this Section 1, in order to permit the foregoingprospectus forming a part thereof to be usable by Newtek until the earlier of (i) the expiration of the Effectiveness Obligation Period and (ii) such shorter period as the Parties may agree in writing. (d) At any time and from time to time that a Resale Shelf is effective, if Newtek requests the registration under the Securities Act of additional Registrable Securities pursuant to such Resale Shelf, the Company shall as promptly as practicable amend or supplement the Resale Shelf to cover such additional Registrable Securities. (e) Notwithstanding anything herein to the contrary, if the Company determines (in its sole discretion) that it is not able to register all of the Registrable Securities on Form S-3 or any similar short-form registration statement, then in lieu of filing one or more Resale Shelfs with the Commission registering the resale of the Registrable Securities, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission a registration statement on Form S-1 or Commission Guidance provided to the Buyer, one any successor form or more similar long-form registration statements to register statement (a “Long-Form Registration”) covering the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by (as determined as of two (2) Business Days prior to such Prospectus and any amendment or supplement theretofiling). If a Long-Form Registration is required pursuant to this Section 1(e), the term “Resale Shelf” as used in this Agreement shall also be deemed to include such Long-Form Registration.

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 or Form S-1 (or another appropriate form in accordance herewith). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder sold, or pursuant to Rule 144, (iiy) the date on which the Registrable Securities may be sold without any restriction pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement and such Registrable Securities are not saleable under Rule 144, without limitation, the Company shall have sixty (60) Business Day after the effective date of Days to file such Resale additional Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to and 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than ninety (“90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90 ) days shall commence immediately after the expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Note Shares and Warrant Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunderbasis, the The Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements additional Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale initial Registration Statement and each amendment thereto, including financial statements are not saleable under Rule 144 without limitation as promptly as possible but in no event later than on the Filing Date and schedules, all documents incorporated or deemed to be incorporated therein in a manner permitted by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms . For purposes of this AgreementSection 2(b), “Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company hereby consents to later of (i) sixty (60) days following the use sale of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale substantially all of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus and Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement; provided, that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC no later than thirty (30) days following the Closing Date (as defined in the Purchase Agreement) (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Seller of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Seller in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on or before no later than one hundred twenty (120) days following the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of Closing Date (as defined in the Purchase Agreement) (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, continuously effective until the end of the Effectiveness Period. (iic) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify supplement and amend the Holders via facsimile or by e- mail of the effectiveness of the Initial Resale Registration Statement on or any Subsequent Resale Registration Statement if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the CommissionAct. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 The Company agrees to use its commercially reasonable efforts to file with 1.1 Within forty-five (45) days following the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, 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 date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Company shall file a Registration Statement on Form S-3 covering the resale of the Shares (i) have been sold thereunder or the “Resale Registration Shelf”). Such Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act, as provided by the Share Acquiror. Notwithstanding the foregoing, before filing the Resale Registration Shelf, the Company shall furnish to the Share Acquiror a copy of the Resale Registration Shelf and afford the Share Acquiror an opportunity to review and comment on the Resale Registration Shelf. The Company’s obligation pursuant to Rule 144, (ii) may be sold pursuant this Section 1.1 is conditioned upon the Share Acquiror providing the information contemplated in Section 2. 1.2 The Company shall use its reasonable best efforts to Rule 144 without volume or manner-of-sale restrictions cause the Resale Registration Shelf and without current public information (including pursuant related prospectuses to Rule 144(i)(2)), become effective as reasonably determined by the counsel to the Companypromptly as practicable after filing. The Company shall promptly use its reasonable best efforts to cause such Registration Statement to remain effective under the Securities Act until the earlier of the following: (i) all Shares covered by the Resale Registration Shelf have been sold or (ii) all Shares covered by the Resale Registration Shelf can be sold without affiliate restrictions under Rule 144 of the Securities Act. The Company shall promptly, and within two (2) Business Days after the Company confirms effectiveness of the Resale Registration Shelf with the SEC, notify the Holders via facsimile or by e- mail Share Acquiror of the effectiveness of the Resale Registration Statement on Shelf. 1.3 If the same Business Day filing, initial effectiveness or continued use of the Resale Registration Shelf at any time would require the Company to make a public disclosure of material non-public information that the Company confirms effectiveness with has a bona fide business purpose for not disclosing publicly at such time, the CommissionCompany may, which shall be the date requested for effectiveness upon giving prompt written notice of such Resale Registration Statement. The Buyer shallaction to the Share Acquiror, by 9:30 a.m. Eastern Time on delay the second Business Day after the effective date of such Resale Registration Statementfiling or initial effectiveness of, file a final Prospectus with the Commission as required by Rule 424. Neverthelessor suspend use of, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent Shelf (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension more than once during any twelve (12) month period for a period not to exceed sixty (60) days. In the case of a Suspension, the Share Acquiror agrees to suspend use of the applicable prospectus in connection with any sale or purchase, or offer to sell or purchase, Shares, upon receipt of the notice referred to above. The Company shall immediately notify the Share Acquiror in writing upon the Holders furnishing in writing termination of any Suspension, amend or supplement the prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Company Share Acquiror such other information regarding each numbers of copies of the Holdersprospectus as so amended or supplemented as the Share Acquiror may reasonably request. The Company shall, if necessary, supplement or amend the Registrable Securities held Resale Registration Shelf, if required by Holder and the intended method of disposition of the Registrable Securities law or as shall may reasonably be reasonably requested by the Company 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 situationsShare Acquiror. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 The Company agrees to use its commercially reasonable efforts to file with the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before the date on which the Lockup Period expires, pursuant to the provisions of Section 4.1(e) of the Purchase Agreement, 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 date of expiration of the Lockup Period, or until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 To the counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company extent that the resale of all of the Registrable Exchange Securities as is not registered on the Proxy Statement/Registration Statement pursuant to Section 9.2(a)(C) above, Acquiror agrees to file with the SEC no later than the 30th calendar day following the Closing (the “Filing Deadline”) a secondary offering cannotshelf Registration Statement on Form S-1, as a result or such other form under the Securities Act then available to Acquiror, providing for the resale of all of the application of Registrable Exchange Securities pursuant to Rule 415, be registered on a single resale registration statementfrom time to time, by the Company agrees Equityholders (the “Resale Registration Statement”), which, for the avoidance of doubt, may be satisfied through the filing of a Form S-1 pursuant to promptly inform each of the Holders thereof and Registration Rights Agreement or the Subscription Agreements. Acquiror shall use its commercially reasonable efforts to file amendments to cause the Resale Registration Statement as required to be declared effective by the CommissionSEC as soon as practicable after the filing thereof, covering but no later than the maximum number earlier of Registrable Securities permitted to be registered (i) the 60th calendar day following the filing date thereof if the SEC notifies Acquiror that it will “review” the Resale Registration Statement and (ii) the 10th business day after the date Acquiror is notified (orally or in writing, whichever is earlier) by the CommissionSEC that the Resale Registration Statement will not be “reviewed” or will not be subject to further review. The Resale Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) to the Company Equityholders of any and all Registrable Exchange Securities. 2.1.3 Notwithstanding any other provision (ii) Promptly following the execution of this Agreement, if Acquiror and the Commission or any guidance provided Company shall reasonably cooperate (including causing their respective Subsidiaries and representatives to cooperate) and jointly prepare the Resale Registration Statement to enable the Acquiror to file the Resale Registration Statement with the SEC no later than the Filing Deadline. Each of Acquiror and the Company shall use its reasonable best efforts to cause the Resale Registration Statement to comply with the rules and regulations promulgated by the Commission SEC. Acquiror and the Company shall reasonably cooperate (including causing their respective Subsidiaries and representatives to cooperate) to obtain all necessary state securities law or “Commission Guidance”) sets forth a limitation on Blue Sky” permits and approvals required to carry out the number of Registrable Securities permitted to be registered on transactions contemplated by the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give and each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event Acquiror and the Company amends the Resale Registration Statement shall, respectively, furnish all information concerning itself, its Subsidiaries and its respective members or stockholders as may be reasonably required in accordance connection with the foregoing, . Each of Acquiror and the Company will use agrees to furnish to the other party all information concerning itself, its commercially reasonable efforts to file with the CommissionSubsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as promptly may be reasonably necessary or advisable or as allowed may be reasonably requested by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents other in connection with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment the transactions contemplated thereby, or supplement thereto any other statement, filing, notice or application made by each or on behalf of Acquiror, the selling Holders Company or their respective Subsidiaries to any regulatory authority (including the NYSE or Nasdaq, as applicable) in connection with the offering Resale Registration Statement and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement theretotransactions contemplated thereby.

Resale Registration. 2.1.1 The (i) As promptly as reasonably possible, and in any event on or prior to the Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement 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 (a “Resale Registration Statement”ii) attempt to register the Registrable Securities on Form S-3 as soon as such form is available 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 and has been declared effective by the Commission. (ii) The Company shall use best efforts to cause such the Registration Statement to be declared effective under by the Securities Act on or before Commission as promptly as reasonable possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementRequired Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Resale the Registration Statement continuously effective under the Securities Act for two until the earliest of: (2A) years after the date of expiration fifth (5th) anniversary of the Lockup Period, or until Effective Date; (B) such time as all of the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold to the public pursuant to Rule 144 without any volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1); or (including pursuant to Rule 144(i)(2)), C) such time as reasonably determined by the counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus Registration Statement have been sold publicly (the “Effectiveness Period”). (iii) The Company shall notify the Holder in writing promptly (and in any amendment event within one (1) Business Day) after receiving notification from the Commission that the Registration Statement has been declared effective. (iv) Without the consent of the Holder in its sole discretion, the Company shall not, prior to the Effective Date of the Registration Statement, prepare and file with the Commission a registration statement relating to an offering for its own account or supplement theretothe account of others under the Securities Act of any of its equity securities (other than a Registration Statement on Form S-8). (v) If the Company issues to the Holder any Common Stock pursuant to the Warrant that is not included in the initial Registration Statement, then the Company shall file an additional Registration Statement covering such number of shares of Common Stock on or prior to the Filing Date and shall use best efforts to cause such additional Registration Statement to become effective by the Commission by the Required Effectiveness Date.

Resale Registration. 2.1.1 The Company agrees to use its commercially reasonable efforts to file with the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) to register the resale of the Registrable Securities Securities, within three (3) months after the closing of the Company’s IPO (the “Filing Deadline”), and to cause such Resale Registration Statement be declared effective under within six (6) months after the Securities Act on closing of the Company’s IPO (the “Effectiveness Deadline”; provided, however, that if the Company is notified by the Commission that the Resale Registration Statement will not be reviewed or before is no longer subject to further review and comments, the Effectiveness Deadline as to such Rsale Registration Statement shall be the fifth (5th) Trading Day following the date on which the Lockup Period expiresCompany is so notified if such date precedes the dates otherwise required above; provided, pursuant further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the provisions of Section 4.1(e) of next Business Day on which the Purchase AgreementCommission is open for business), 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 expiration of the Lockup PeriodResale 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) may be sold pursuant to 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 counsel to the CompanyCompany (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or by e- e-mail of the effectiveness of the Resale Registration Statement on 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 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC no later than June 30, 2013 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Buyer of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Buyer in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on no later than September 30, 2013 (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or before any Subsequent Resale Registration Statement) continuously effective under the date on which Securities Act until the Lockup Period expires, pursuant to the provisions of Section 4.1(e) expiration of the Purchase AgreementEffectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, continuously effective until the end of the Effectiveness Period. (iic) may be sold pursuant to 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 counsel to the Company. The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon the Holders furnishing and related Prospectus, it will do so only in writing accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of the Holders, the Registrable Securities held by promptly upon becoming a Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) If a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline Date (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline Date (an “Effectiveness Failure”), then, as liquidated damages to Buyer by reason of any such Prospectus delay in or reduction of its ability to sell the Registrable Securities (which remedy shall be the exclusive remedy for any Filing Failure or Effectiveness Failure (each, a “Failure”)), the Company shall pay to Buyer an amount equal to 1.0% of the aggregate purchase price paid by Buyer for the Units and any amendment amounts paid (or supplement theretodeemed paid, in the event of a cashless exercise), if any, for shares of common stock underlying the warrants upon exercise of such warrants for every thirty (30) days following the Filing Deadline Date that the Registration Statement is not filed (in the case of a Filing Failure) and for every thirty (30) days following the Effectiveness Deadline Date that the Registration Statement is not effective (in the case of an Effectiveness Failure), as the case may be, on a per diem basis (the “Liquidated Damages”); provided, however, that the maximum Liquidated Damages payable to Buyer under this Section 2(e) shall not exceed 3.0% of the aggregate purchase price of the Units and amounts paid (or deemed paid, in the event of a cashless exercise), if any, for shares of common stock underlying the warrants upon exercise of such warrants. Liquidated Damages, if any, shall be paid by the Company within ten (10) days following the end of each thirty (30) day period (or shorter period, if applicable) for which Liquidated Damages are payable. The Company shall pay interest on Liquidated Damages not paid when due at a rate of interest equal to fifteen percent (15.0%) per annum. In the event a Registration Statement is filed but is withdrawn by the Company prior to being declared effective by the SEC, then such Registration Statement will be deemed to have not been filed for the purpose of this Section 2(e).

Resale Registration. 2.1.1 The On or prior to the Filing Date the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement "resale" Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or Form SB-2 (a “Resale Registration Statement”) or on such other form of registration statement as is then available to register for resale the resale Registrable Securities in accordance with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit I. Such Registration Statement also 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) 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) use its best efforts to cause such the Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144, (ii144(k) may be sold pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall promptly notify the Holders via facsimile or by e- mail of the effectiveness of the Resale If at any time and for any reason, an additional Registration Statement on is required to be filed because at such time the same Business Day that actual number of shares of Common Stock into which 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 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 Preferred Stock is convertible and the intended method Warrants are exercisable plus the number of disposition shares of Common Stock exceeds the Registrable Securities as shall be reasonably requested by the Company to effect the registration number 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number shares of Registrable Securities permitted to be registered by remaining under the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities Company shall have fifteen (15) Business Days to be registered on file such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale additional Registration Statement. In the event of a cutback hereunder, and the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as use its best efforts to cause such Xxxxxx’s allotment. In the event the Company amends the Resale additional Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed be declared effective by the Commission or Commission Guidance provided to the Buyeras soon as possible, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amendedbut in no event later than sixty (60) days after filing. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

Resale Registration. 2.1.1 (a) Golden Minerals shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable after the Issuance Date, but in no event more than 90 (ninety) days after such date, a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Hecla Mining of all of the Registrable Securities. The Company agrees to Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Hecla Mining in accordance with the methods of distribution set forth in any prospectus that is part of the Initial Resale Registration Statement, as amended by any prospectus supplement or post-effective amendment thereto. Golden Minerals shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on or before no later than the date on which that is six (6) months from the Lockup Period expiresIssuance Date (the “Effectiveness Deadline Date”), pursuant and to keep the provisions of Section 4.1(eInitial Resale Registration Statement (or any Subsequent Resale Registration Statement, as defined below) continuously effective under the Securities Act until the expiration of the Purchase AgreementEffectiveness Period. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and Golden Minerals shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by Golden Minerals to obtain the Securities Act for two (2) years after withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of expiration of the Lockup Period, or until the date that all such filing are Registrable Securities covered by (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, Golden Minerals shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing, and to keep such Registration Statement (or Subsequent Resale Registration Statement) continuously effective until the end of the Effectiveness Period. (c) Golden Minerals shall supplement and amend the Initial or any Subsequent Resale Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by Golden Minerals for such Resale Registration Statement, if required by the Securities Act. (d) Upon (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)), as reasonably determined the issuance by the counsel to the Company. The Company shall promptly notify the Holders via facsimile or by e- mail SEC of a stop order suspending the effectiveness of the Resale Registration Statement on or the same Business Day that the Company confirms effectiveness initiation of proceedings 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 respect to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company such other information regarding each under Section 8(d) or 8(e) of the HoldersSecurities Act, (ii) the Registrable Securities held by Holder and occurrence of any event or the intended method existence of disposition any fact (a “Material Event”) as a result of which any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securitiescircumstances under which they were made, and each of the Holders shall execute not misleading (including, in any such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannotcase, as a result of the application non-availability of Rule 415financial statements), be registered on a single resale registration statementor (iii) the occurrence or existence of any development, event, fact, situation or circumstance relating to Golden Minerals, including its affiliates, that, in the Company agrees reasonable judgment of Golden Minerals’ legal counsel, makes it advisable to promptly inform each suspend the availability of the Holders thereof Resale Registration Statement and the related Prospectus for a period of not more than 60 days, (A) in the case of clause (ii) above, subject to the next sentence, as promptly as is reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to the next sentence, use its commercially reasonable efforts to file amendments cause it to be declared effective as promptly as is reasonably practicable, and (B) give notice (via facsimile, telephone or electronic mail followed by a written notice by internationally recognized overnight courier) to Hecla Mining that the availability of the Resale Registration Statement as required by is suspended (which notice will not disclose the Commissioncontent of any material non-public information) and will indicate the date of the beginning and end of the intended suspension, covering the maximum number if known) (a “Deferral Notice”) and, upon receipt of any Deferral Notice, Hecla Mining agrees not to sell any Registrable Securities permitted pursuant to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will until Hecla Mining’s receipt of copies of the supplemented or amended Prospectus provided for in clause (A) above, or until it is advised in writing by Golden Minerals that the Prospectus may be reduced pro rata among all such selling shareholders whose securities used, and has received copies of any additional or supplemental filings that are included incorporated or deemed incorporated by reference in such Resale Registration StatementProspectus. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company Golden Minerals will use its commercially reasonable efforts to file with ensure that the Commissionuse of the Prospectus may be resumed (x) in the case of clause (i) above, as promptly as allowed by is reasonably practicable, (y) in the Commission case of clause (ii) above, as soon as, in the sole reasonable judgment of Golden Minerals, public disclosure of such Material Event would not be prejudicial to or Commission Guidance provided contrary to the Buyerinterests of Golden Minerals or its affiliates or, one if necessary to avoid unreasonable burden or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filedexpense, as amendedsoon as reasonably practicable thereafter and (z) in the case of clause (iii) above, as soon as, in the reasonable judgment of Golden Minerals legal counsel, such suspension is no longer advisable. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by referencee) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms For purposes of this Agreement, the Company hereby consents to terms set forth below have the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.following meaning:

Resale Registration. 2.1.1 The (a) As promptly as practicable following the Closing, and in any event within thirty (30) days following the Closing, the Company agrees to use its commercially reasonable efforts to shall file with the Commission SEC a registration statement Registration Statement on Form S-1 S-3 (a “Resale Registration Statement”) except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the 1933 Act) covering the resale of the Registrable Securities by the Investors (the “Resale Registration Shelf”). Such Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K, as provided by the Investors in accordance with Section 6.7, and the Company shall not be obligated to cause include in such be declared effective under Resale Registration Shelf any Registrable Securities held by an Investor that has not provided the Securities Act on information required by Section 6.7 with respect to such Investor as a selling securityholder for inclusion in such Resale Registration Shelf or before the date on which the Lockup Period expires, pursuant any related prospectus. At least three (3) Business Days prior to the provisions of Section 4.1(e) filing the Resale Registration Shelf, the Company shall furnish to each Investor a copy of the Purchase Agreement, Resale Registration Shelf and afford the Investors an opportunity to review and comment on the Resale Registration Shelf. (b) The Company shall use its commercially reasonable best efforts to keep such cause the Resale Registration Statement continuously Shelf and related prospectus to become effective under as promptly as practicable after filing, and in no event later than forty-five (45) days following the Securities Act for filing date of the Resale Registration Shelf or, if earlier, two (2) years after Business Days following the date Company’s receipt of expiration notice (whether written or oral) from the SEC that the SEC is not reviewing, or has completed its review, of the Lockup PeriodResale Registration Statement. The Company shall use its reasonable best efforts to cause the Resale Registration Shelf, or or, as applicable, the Company Registration Shelf and Prospectus together with any successor Registration Statement and prospectus as may be necessary to continue the registration of Registrable Securities, to remain effective under the 1933 Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or thereby otherwise cease to be Registrable Securities pursuant to Rule 144, (ii) may be sold pursuant to 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 counsel to the Companydefinition of Registrable Securities. The Company shall promptly promptly, and within one (1) Business Day after the Company confirms effectiveness of the Resale Registration Shelf with the SEC, notify the Holders via facsimile or by e- mail Investors of the effectiveness of the Resale Registration Shelf. (c) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to effect, or to take any action to effect, a registration pursuant to Section 6.1(a): (i) if the Company has and maintains an effective Registration Statement on Form S-3ASR that provides for the same Business Day that resale of an unlimited number of securities by selling shareholders (a “Company Registration Shelf”), provided the Company confirms effectiveness provisions of Section 6.1(d) shall then apply 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 respect to include the Registrable Securities 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 Company to effect the registration of the Registrable Securities; or (ii) if the Company has caused a Registration Statement to become effective pursuant to this Section 6.1 during the prior twelve-month period. (d) If the Company’s existing Company Registration Shelf (Reg. No. 333-272248) is effective at the time of the Closing, the Company shall file with the SEC, as promptly as practicable following the Closing, and each of in any event within fifteen (15) Business Days after the Holders shall execute Closing, a “final” prospectus supplement to such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that Registration Shelf covering the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the CommissionInvestors (the “Prospectus”). The Prospectus shall include the information required under Item 507 of Regulation S-K, covering the maximum number of Registrable Securities permitted to which information shall be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration StatementInvestors in accordance with Section 6.7, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, and the Company shall give each of not be obligated to include in the Holders at least five (5) business days prior written notice along Prospectus any Registrable Securities held by an Investor that has not provided the information required by Section 6.7 with the calculations as respect to such Xxxxxx’s allotmentInvestor as a selling securityholder for inclusion in such Prospectus. In the event the Company amends the Resale Registration Statement in accordance with Notwithstanding the foregoing, at least three (3) Business Days before filing the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s requestProspectus, the Company shall furnish to such Holder, without charge, at least one conformed the Investors a copy of each the Prospectus and afford the Investors an opportunity to review and comment on the Prospectus. (e) At any time after any Resale Registration Shelf has become effective or a Prospectus is filed with the SEC, the Company may suspend the use of any such Resale Registration Statement and Shelf or Prospectus, upon giving written notice of such action to each amendment theretoInvestor included as a selling securityholder in such Resale Registration Shelf or Prospectus with a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that the Board (or authorized committee thereof) has determined in good faith, including financial statements and schedulesupon advice of legal counsel, all documents incorporated that such suspension is necessary to amend or deemed supplement the Resale Registration Shelf or Prospectus so that such Resale Registration Shelf or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein by reference or necessary to make the extent requested by such Holderstatements therein, and all exhibits to in the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use case of the Prospectus prospectus included in the Resale Registration Statement and each amendment Shelf or supplement thereto by each the Prospectus in light of the selling Holders circumstances under which they were made, not misleading, provided that such right to suspend the use of such Resale Registration Shelf or Prospectus shall not exceed a period of thirty (30) consecutive Trading Days or sixty (60) total Trading Days in connection any twelve-month period. In the case of the suspension of use of any effective Resale Registration Shelf or Prospectus, the Investors, immediately upon receipt of notice thereof from the Company (which notice shall not contain any material, nonpublic information), shall discontinue any offers or sales of Registrable Securities pursuant to such Resale Registration Shelf or Prospectus until advised in writing by the Company that the use of such Resale Registration Shelf or Prospectus may be resumed. In the case of a suspension of use of any Resale Registration Shelf or Prospectus, the Company shall not, during the pendency of such suspension, be required to take any action hereunder (including any action pursuant to Section 6.2) with respect to the offering and registration or sale of the any Registrable Securities covered by pursuant to any such Resale Registration Shelf, Company Registration Shelf or Prospectus. (f) Subject to Section 6.2(e) below, any Resale Registration Shelf or Prospectus may include Other Securities and may include securities of the Company being sold for the account of the Company; provided such Other Securities are excluded first from such Registration Statement in order to comply with any amendment applicable laws or supplement theretorequest from any Governmental Entity, Nasdaq or any applicable listing agency. For the avoidance of doubt, no Other Securities may be included in an Underwritten Offering pursuant to Section 6.2 without the consent of the Investors.

Resale Registration. 2.1.1 (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities by means of an offering to be made on a continuous basis pursuant to Rule 415 provided that such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such Registration Statement is initially filed with the Commission. The Registration Statement shall be on Form S-1 (or another appropriate form in accordance herewith). The Company agrees shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, 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 until such date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2the “Effectiveness Period”)), as reasonably determined by the counsel to the Company. The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. 4:00 p.m. Eastern Time on the second Business Day after Effectiveness Date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the effective date actual number of such Resale Registrable Securities exceeds the number of Registrable Securities remaining under the Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale Registration Statement are contingent upon the Holders furnishing in writing to the Company shall have thirty (30) Business Days to file such other information regarding each of the Holdersadditional Registration Statement, the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as Company shall be reasonably requested by the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale cause such additional Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided declared effective by the Commission as soon as possible, but in no event later than ninety (“90)) days after such filing; provided, however that if the prior Registration Statement was filed within six months of such sixty (60) or ninety (90) day period, then the sixty (60) and ninety (90) days shall commence immediately after the expiration of the date that is six months after the filing of the prior Registration Statement, unless then current securities laws permit the earlier registration of same. (b) Notwithstanding anything to the contrary set forth in this Section 2, in the event the Commission Guidance”) sets forth a limitation on does not permit the number Company to register all of the Registrable Securities permitted to be registered on in the Resale Registration StatementStatement because of the Commission’s application of Rule 415, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced in the order of the Registrable Securities represented by the total number of Conversion Shares and Warrant Shares owned by the Holders, applied on a pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotmentbasis. In the event the Company amends the Resale number of shares available under any Registration Statement in accordance with is insufficient to cover all of the foregoingRegistrable Securities required to be covered by such Registration Statement, the Company shall amend such Registration Statement (if permissible), or file with the Commission a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement twenty (20)) days after the necessity therefor arises (but taking account of any Commission position with respect to the date on which the Commission will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the Commission). The Company shall use its commercially reasonable best efforts to file cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereof with the Commission, as promptly as allowed by but in no event later than the Commission or Commission Guidance provided to applicable Effectiveness Date for such Registration Statement. For purposes of the Buyerforegoing provision, one or more registration statements to register the resale number of those Registrable Securities that were not registered on the Resale shares available under a Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish be deemed “insufficient to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, cover all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by Securities” if at any time the number of shares of Common Stock available for resale under the applicable Registration Statement is less than the Required Registration Amount. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on conversion, amortization and/or redemption of the Notes (and such Prospectus calculation shall assume (A) that the Notes are then convertible in full into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Notes), and any amendment or supplement thereto(B) the initial outstanding principal amount of the Notes remains outstanding through the scheduled Maturity Date (as defined in the Notes) and no redemptions of the Notes occur prior to the scheduled Maturity Date).

Resale Registration. 2.1.1 The Company agrees shall prepare and file or cause to be prepared and filed with the SEC no later than May 31, 2010 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the resale from time to time by Buyers of all of the Registrable Securities. The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Buyers in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with promptly respond to comments from the Commission a registration statement on Form S-1 (a “SEC regarding the Initial Resale Registration Statement”) to register the resale of the Registrable Securities and , to cause such the Initial Resale Registration Statement to be declared effective under the Securities Act on no later than September 30, 2010 (the “Effectiveness Deadline Date”), and to keep the Initial Resale Registration Statement (or before any Subsequent Resale Registration Statement) continuously effective under the date on which Securities Act until the Lockup Period expires, pursuant to the provisions of Section 4.1(e) expiration of the Purchase AgreementEffectiveness Period. If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Resale Registration Statement”). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (ior Subsequent Resale Registration Statement) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to 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 continuously effective until the counsel to end of the CompanyEffectiveness Period. The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424the Securities Act. Nevertheless, the Company’s obligations to include the Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon the Holders furnishing and related Prospectus, it will do so only in writing accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to any Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company such other information regarding each of the Holders, the Registrable Securities held by promptly upon becoming a Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by notify the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included change in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders information at least five (5) business days prior written notice along to the filing of the Initial Resale Registration Statement or Subsequent Resale Registration Statement, as applicable. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities covered by in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus and any amendment or supplement thereto.for effecting resales of

Resale Registration. 2.1.1 (a) The Company agrees shall prepare and file or cause to be prepared and filed with the SEC no later than a date which is forty-five (45) days after the Issue Date (the "Filing Deadline Date") a Registration Statement (the "Initial Resale Registration Statement") registering the resale from time to time by Holders of all of the Registrable Securities (a "Resale Registration Statement"). The Initial Resale Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Initial Resale Registration Statement. The Company shall use its commercially reasonable efforts to file with cause the Commission a registration statement on Form S-1 (a “Initial Resale Registration Statement”) Statement to register the resale of the Registrable Securities and to cause such be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is one hundred and twenty (120) days (or, in the case of a full review by the SEC, one hundred and eighty (180) days) after the Issue Date, and to keep, subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent Resale Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or before prior to the date on which the Lockup Period expires, pursuant ten (10) Business Days prior to the provisions time that the Initial Resale Registration Statement became effective shall be named as a selling security holder in the Initial Resale Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Resale Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with and in compliance with Section 4.1(e) 4. The Company may permit any of its security holders to include any of the Purchase AgreementCompany's securities in the Initial Resale Registration Statement or any Subsequent Resale Registration Statement. (b) If the Initial Resale Registration Statement or any Subsequent Resale Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, and the Company shall use its commercially reasonable efforts to keep obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Resale Registration Statement continuously effective under in a manner reasonably expected by the Securities Act for two (2) years after Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Resale Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Resale Registration Statement"). If a Subsequent Resale Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Resale Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of the Lockup such Deferral Period, or until the date that all Registrable Securities covered by and to keep such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, (ii) may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)Subsequent Resale Registration Statement), as reasonably determined by subject to Section 3(d)(A) hereof, continuously effective until the counsel to end of the Company. Effectiveness Period. (c) The Company shall promptly notify supplement and amend the Holders via facsimile Initial or by e- mail of the effectiveness of the any Subsequent Resale Registration Statement on if required by the same Business Day that rules, regulations or instructions applicable to the registration form used by 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 if required by Rule 424. Nevertheless, the Company’s obligations to include the Securities Act. (d) Each Holder of Registrable Securities in the agrees that if such Holder wishes to sell Registrable Securities pursuant to a Resale Registration Statement are contingent upon and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(d) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Holders furnishing in writing Initial or any Subsequent Resale Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along to any intended distribution of Registrable Securities under the Resale Registration Statement. From and after the date the Initial Resale Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the calculations as SEC a post-effective amendment to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoingor prepare and, the Company will use its commercially reasonable efforts to if required by applicable law, file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided a supplement to the Buyer, one related Prospectus or more registration statements a supplement or amendment to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amended. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be any document incorporated therein by reference to or file any other document required by the extent requested by SEC so that the Holder delivering such Holder, Notice and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which Questionnaire is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included named as a selling security holder in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders related Prospectus in connection with the offering and sale such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities covered by in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Resale Registration Statement and related Prospectus) and using the manner of sale specified in the Notice and Questionnaire, and, if the Company shall file a post-effective amendment to the Resale Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(d), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, the Company will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and any amendment or supplement theretoin accordance with the requirements of this Section 2(d).

Resale Registration. 2.1.1 The (a) On or prior to the Filing Date, the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement on Form S-1 (a “Resale "resale" Registration Statement”) to register Statement providing for the resale of 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 and 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) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause such the Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144, (ii144(k) may be sold pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. is 4:00 p.m. Eastern Time on the second Business Day after effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the effective date number of such Resale shares of Common Stock exceeds the number of shares of Registrable Securities remaining under the Registration Statement, the Company shall have twenty (20) Business Days (unless the new filing requires annual audited financial statements and they are being prepared within the statutory deadlines) to file a final Prospectus with 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 required by Rule 424. Neverthelesssoon as possible, but in no event later than sixty (60) days after filing. (b) Notwithstanding anything to the Company’s obligations contrary set forth in this Section 2, in the event the Commission does not permit the Company to include register all of the Registrable Securities in the Resale Registration Statement are contingent upon because of the Holders furnishing in writing to Commission’s application of Rule 415, the Company shall register in the Registration Statement such other information regarding each number of Registrable Securities as is permitted by the HoldersCommission, provided, however, that the Registrable Securities held by Holder and the intended method of disposition of the Registrable Securities as to be included in such Registration Statement or any subsequent registration statement shall be reasonably requested by registered on a pro rata basis among the holders thereof. In the event the Commission does not permit the Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of register all of the Registrable Securities as a secondary offering cannot, as a result of in the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale initial Registration Statement, the number of Registrable Securities to be registered on such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale Registration Statement. In the event of a cutback hereunder, the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as to such Xxxxxx’s allotment. In the event the Company amends the Resale Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable best efforts to file with the Commission, as promptly as allowed by the Commission or Commission Guidance provided to the Buyer, one or more registration statements subsequent Registration Statements to register the resale of those Registrable Securities that were not registered on in the Resale initial Registration Statement initially filedas promptly as possible and in a manner permitted by the Commission. For purposes of this Section 2(b), as amended. 2.1.4 Upon a Holder’s request“Filing Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the Company shall furnish to such Holder, without charge, at least one conformed copy later of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, (i) sixty (60) days following the sale of substantially all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission. For purposes of this Section 2(b), “Effectiveness Date” means with respect to each subsequent Registration Statement filed pursuant hereto, the earlier of (A) the ninetieth (90th) day following the filing date of such Prospectus Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120th) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii) that the Company may request the acceleration of the effectiveness of such Registration Statement and the Company makes such request; provided that, if the Effectiveness Date falls on a Saturday, Sunday or any amendment other day which shall be a legal holiday or supplement theretoa day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

Resale Registration. 2.1.1 The On or prior to the Filing Date the Company agrees to use its commercially reasonable efforts to shall prepare and file with the Commission a registration statement on Form S-1 (a “Resale "resale" Registration Statement”) to register Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith and 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) 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) use its best efforts to cause such the Registration Statement to be declared effective under the Securities Act on or before as promptly as possible after the date on which the Lockup Period expiresfiling thereof, pursuant but in any event prior to the provisions of Section 4.1(e) of the Purchase AgreementEffectiveness Date, and shall use its commercially reasonable efforts to keep such Resale Registration Statement continuously effective under the Securities Act for two until such date as is the earlier of (2x) years after the date of expiration of the Lockup Period, or until the date that when all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144, (ii144(k) may be sold pursuant to 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 counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall promptly notify request that the Holders via facsimile or by e- mail effective time of the effectiveness of the Resale Registration Statement on 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. is 4:00 p.m. Eastern Time on the second Business Day after the effective date of such Resale Registration Statementdate. If at any time and for any reason, file a final Prospectus with the Commission as required by Rule 424. Nevertheless, the Company’s obligations to include the Registrable Securities in the Resale an additional Registration Statement is required to be filed because at such time the actual number of shares of Common Stock into which the Warrants are contingent upon exercisable exceeds the Holders furnishing in writing to the Company such other information regarding each number 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 Company 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. 2.1.2 Notwithstanding the registration obligations set forth in Section 2.1.1, if the Commission informs the Company that the resale of all of the Registrable Securities as a secondary offering cannot, as a result of the application of Rule 415, be registered on a single resale registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the Commission, covering the maximum number shares of Registrable Securities permitted to be registered by remaining under the Commission. 2.1.3 Notwithstanding any other provision of this Agreement, if the Commission or any guidance provided by the Commission (“Commission Guidance”) sets forth a limitation on the number of Registrable Securities permitted to be registered on the Resale Registration Statement, the number of Registrable Securities Company shall have twenty (20) Business Days to be registered on file such Resale Registration Statement will be reduced pro rata among all such selling shareholders whose securities are included in such Resale additional Registration Statement. In the event of a cutback hereunder, and the Company shall give each of the Holders at least five (5) business days prior written notice along with the calculations as use its best efforts to cause such Xxxxxx’s allotment. In the event the Company amends the Resale additional Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed be declared effective by the Commission or Commission Guidance provided to the Buyeras soon as possible, one or more registration statements to register the resale of those Registrable Securities that were not registered on the Resale Registration Statement initially filed, as amendedbut in no event later than sixty (60) days after filing. 2.1.4 Upon a Holder’s request, the Company shall furnish to such Holder, without charge, at least one conformed copy of each such Resale Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Holder, and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. 2.1.5 Subject to the terms of this Agreement, the Company hereby consents to the use of the Prospectus included in the Resale Registration Statement and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.