Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Warrant Shares with respect to Investor) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s 's Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.

Mandatory Registration. The Company shall, within forty-five ten (4510) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar business days from the date that the Investor funds of Company files with the Second Note)SEC its Form 10-K for the period ended December 31, 2024, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor (beginning with all of the Exercise Shares for Investor’s resale of the Registrable Securities,and in any event, no less than the number of shares of Common Stock equal to the Exchange Cap (as defined in the Purchase Agreement) for Investor’s resale of the Registrable Securities, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the SEC within forty-five (45) calendar days from the date that the initial Registration Statement is filed (or at the earliest possible date if prior to forty-five (45) calendar days from the date that the initial Registration Statement is filed), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement. b.

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (in any event equal to at least the Reserved Amount (as defined in the Note)) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s ' s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Commitment Shares with respect to Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof, and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall Purchase Agreement is terminated, all Commitment Shares have been sold by Investments, and all the Registrable Securities covered thereby put to the Investor have been sold by Investor (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities that the Investor cannot then sell without restriction pursuant to Rule 144 promulgated under the Securities Act, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) shall prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Purchaser and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the maximum resale of all of the Registrable Securities, within thirty (30) days after the first to occur of (1) the issuance, sale, and delivery of 200,000 shares of the Company's Common Stock, or (2) the date the Company receives written notice from Augsback & Associates, Inc. of termination of further offers of the Purchased Common Shares, or (3) but in any event not later than August 31, 1999 (the "FILING DEADLINE"). The Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable by reason of the Repricing Warrants in accordance with the terms thereof. Such Registration Statement shall initially register for resale at least 100% of the Purchased Common Shares and the Warrant Shares, subject to adjustment as provided in Section 3(b) hereof, and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as shall be permitted of each date that a Registration Statement, as amended, relating to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained declared effective by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at within ninety (90) days after the earliest possible date Filing Deadline (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note"REGISTRATION DEADLINE"). The Company shall keep permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. Such Registration Statement shall be kept current and effective for a period of twelve (12) months from the Closing Date. If a Registration Statement with respect to the Purchased Common Shares and the Warrant Shares is not effective on the Registration Deadline date, the Company agrees to and shall pay to all Investors hereunder a cash penalty equal to two percent (2%) per month of the final amount of the completed offering under the Purchase Agreement, payable monthly and pro-rated for partial months until the Registration Statement is effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Commitment Shares with respect to Investor and Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.

Mandatory Registration. The Company shall, within forty-five (45) calendar no later than 30 days from following the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)Conversion Date, file with the SEC an initial Registration Statement a registration statement covering the maximum number of Fluent Sellers’ Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Fluent Sellers under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Shelf Registration Statement”), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Shelf Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor Representative (on behalf of the Fluent Sellers) and its one counsel to the Fluent Sellers shall have a reasonable opportunity to review and comment upon such the Shelf Registration Statement and any amendment or supplement to such Shelf Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to incorporate all reasonable comments. The Investor shall furnish all information reasonably requested by comments from the Company for inclusion thereinRepresentative and the Fluent Sellers’ counsel. The Company shall use reasonable best efforts to have the Shelf Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Shelf Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor Fluent Sellers of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor Fluent Sellers shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45a) Within one (1) calendar days from year after the date hereof (with First Closing Date, the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) Company shall prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Commission a Registration Statement covering the maximum number resale of 100% of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415; provided, however, that if after the Company files a Registration Statement with the Commission covering the Registrable Securities the Commission takes the position that the offering of some or all of the securities included in the Registration Statement are not eligible to be made on a delayed or continuous basis under the provisions of Rule 415, the Company shall amend the Registration Statement prior to its effectiveness to remove from the Registration Statement such portion of the Registrable Securities (the “Cut-back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). The Registration Statement shall be permitted contain the “Plan of Distribution” section substantially in the form attached hereto as Annex A, with such changes as are reasonably required to respond to any comments to such section by the Commission and to comply with then applicable securities laws. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause such Registration Statement to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 declared effective under the Securities Act at then prevailing market prices (as promptly as possible after the filing thereof, and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject shall use reasonable efforts to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon keep such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared continuously effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (iA) the date as of that is two years after the Registration Statement is initially declared effective by the Commission, (B) the date on which the Investor may sell all of the there ceases to be outstanding any Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities Securities, and (iiC) the date on which the Investor shall have sold Company receives an opinion from its legal counsel to the effect that Rule 144 is available for the resale of all the Registrable Securities covered thereby without the requirement for the Company to be in compliance with the current public information requirements of Rule 144 and without volume or manner of sale restrictions (the “Registration Effectiveness Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shallshall prepare, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock and, on or prior to be registered for the Second Note (as defined in the Purchase Agreement) July 31, 2000 file (the “Second Note”"FILING DEADLINE") and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the maximum resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. Such Registration Statement shall initially register for resale at least 1,500,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as shall be permitted of each date that a Registration Statement, as amended, relating to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained declared effective by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at within ninety (90) days after the earliest possible date issuance of the Preferred Stock (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note"REGISTRATION DEADLINE"). The Company shall keep permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement effective, including but has not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale been filed by the Investor of all of Filing Deadline or the Registrable Securities covered thereby at all times until Registration Statement is not declared effective by the earlier of Registration Deadline, then the Company will be required to pay the Buyers upon demand in cash an amount equal to (i) the date as of which the Investor may sell all 1.5% of the Registrable Securities without restriction pursuant to Rule 144 promulgated under face amount of the Securities unredeemed Preferred Stock for the first thirty (30) days and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light 3.0% of the circumstances in which they were made, not misleadingface amount of the unredeemed Preferred Stock for every thirty days thereafter that the Filing Deadline or Registration Deadline is late.

Mandatory Registration. (i) The Company shall, within forty-five (45) calendar days from the date hereof (shall prepare and file with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) Securities and Exchange Commission (the “Second NoteCommission”) and related second Warrant shall be included on such not later than the 60th day (the “Filing Date”) after the Closing Date under the Purchase Agreement a Registration Statement within forty-five or Registration Statements (45as necessary) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement on Form S-3 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities, in an amount sufficient to cover the resale of the shares issuable upon exercise of the Warrants. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available and appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Shares. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities covered thereby Act as promptly as possible after the filing thereof, but in any event prior to the 240th day after the Filing Date (such day referred to herein as the “Effective Date”). (ii) The Company shall use its reasonable best efforts to keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date as of on which the Investor may sell all of the Registrable Securities without restriction have been sold pursuant to Rule 144 promulgated under the Securities a Registration Statement and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (in the opinion of counsel to the Purchasers and acceptable to legal counsel for the Company) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) and without registration under the Securities Act (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five thirty (4530) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45a) calendar No later than fourteen (14) business days from after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) Closing (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note"Filing Date"), the Company will prepare and file with the SEC an initial a registration statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement that is then available to effect a registration of all Registrable Shares) for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestors to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares any or all of the Company’s Common Stock then available for issuance in its Certificate of IncorporationRegistrable Shares. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained contain (except if otherwise directed by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with Investors) the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. "Plan of Distribution" attached hereto as Exhibit A. The Company shall have agrees to use commercially reasonable efforts to cause the Registration Statement and any amendment declared to become effective by as soon as practicable after filing, but in no event later than the earlier of the sixtieth (60th ) day following the Filing Date or the date which is within ten (10) business days of the date on which the SEC at informs the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding Company that the timeframe for effectiveness with respect to SEC (i) will not review the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty Registration Statement or (150ii) calendar days from the date that the Investor funds Company may request acceleration of the Second Noteeffectiveness of the Registration Statement (the "Effectiveness Date"). The Company shall be required to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under effective until such date that is the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier earliest of (i) the date as of which the Investor may sell when all of the Registrable Securities without restriction Shares registered thereunder shall have been sold, (ii) such time as all the Registrable Shares held by the Investors can be sold pursuant to Rule 144 promulgated under within a given three-month period without volume limitation and without compliance with the registration requirements of the Securities Act or (iii) eighteen months from the Effectiveness Date (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and (ii) the date on which the Investor Investors shall have sold all no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto). (b) The offer and sale of the Registrable Shares pursuant to the Registration Statement shall not be underwritten. (c) The Company shall not permit any securities other than the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated thereinincluded in the Registration Statement, or necessary to make unless otherwise agreed upon in writing between the statements therein, in light of Investors and the circumstances in which they were made, not misleadingCompany.

Mandatory Registration. The Company shall, within forty-five thirty (4530) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial the Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporationon Form S-1. The initial Registration Statement shall register only the resale of the Registrable Securities unless signed written consent from and no other securities of the Company (other than the shares of Common Stock issuable to ▇▇▇▇ ▇▇▇▇▇ pursuant to that certain promissory note dated September 4, 2013). The Registration Statement, upon filing with the SEC and at the time it is declared effective by the SEC, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities by the Investor is obtained by in accordance with this Agreement under Rule 415 promulgated under the CompanySecurities Act at then-prevailing market prices, and not fixed prices. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any or amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any or amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from after the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)filing thereof. The Company shall use its best efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor sales of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and Act (or successor thereto) or (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45a) calendar days At any time after one (1) year from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number this agreement any holder of Registrable Securities may demand in writing that the Company commence the process of preparing and filing with the U.S. Securities & Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company (except as shall provided in Section 6.4 (b) hereof), a Registration Statement and such other documents, including a prospectus, as may be permitted necessary (in the opinion of counsel for the Company), in order to be included thereon in accordance comply with applicable SEC rulesthe provisions of the Act, regulations and interpretations so as to permit a public offering and sale of all the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinholders thereof. The Company shall have commence the process of preparing and filing the Registration Statement within sixty (60) days after receipt of such written demand. Until the Registration Statement is effective, the Company shall use its best efforts to cause the Registration Statement to become effective under the Act, so as to permit a public offering and any amendment declared effective sale of the Registrable Securities by the SEC holders thereof and will re-file the Registration Statement at the earliest possible date opportunity if not declared effective. Once effective, the Company will use its best efforts to (in any event within one hundred fifty (150a) calendar days from maintain the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep of the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell that all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and have been sold or (ii) the date on which that the Investor shall have sold all holders of the Registrable Securities covered thereby receive an opinion of counsel to the Company that all of the Registrable Securities may be freely traded (without registration under the “Act) in a single transaction under Rule 144 (k) promulgated under the Act or otherwise and the Company has removed the legend referred to in Section 4(a); and (b) prepare and file with the SEC such amendments and supplements to the Registration Period”)Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to sales of the Registrable Securities pursuant to the Registration Statement. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) Company's obligations described in this paragraph shall not contain apply to any untrue statement of a material fact issued or omit issuable Registrable Securities that are eligible for immediate resale pursuant to state a material fact required Rule 144, without regard to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingvolume limitations.

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (in any event equal to at least the Reserved Amount (as defined in the Note)) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Commitment Shares issued to Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Warrant Shares with respect to Investor) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five ten (4510) calendar days Business Days from the date hereof (with of the understanding that the Common Stock to be registered Company’s filing of its quarterly report on Form 10-Q for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)period ending March 31, 2025, file with the SEC an initial Registration Statement on Form S-1 (or on another registration statement form the Company is eligible to file), covering the maximum number of Registrable Securities as the Company shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counselcounsel (in any case including all of the Commitment Shares), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all comments received from Buyer or its counsel. The Buyer shall use its commercially reasonable commentsefforts to provide any such comments within two (2) Business Day from the date the Buyer receives the final pre-filing version of such Registration Statement. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)as soon as practicable. The Company shall use commercially reasonable efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five thirty (4530) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty twenty (150120) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty thirty five (150135) calendar days from the date hereof) (with provided, further, that if the understanding SEC’s offices are closed due to a shutdown of the U.S. government, then the number of days that the timeframe for effectiveness with respect SEC’s offices are closed shall be added to the Common Stock to be registered deadline for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Noteeffectiveness). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)or before November 30, 2018, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning first with three (3) times the total number of Commitment Shares, and second with the Put Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event event, within one hundred fifty ninety (15090) calendar days from after the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Noteof this Agreement). The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) no later than February 21, 2018 (the “Second NoteFiling Date”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning first with the Conversion Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from as well as certain other registrable securities owned by third parties that the Investor is obtained by Company has previously committeed to register on a pari passu basis (the Company“Aggregate Registrable Securities”). The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty and twenty (150120) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second NoteFiling Date). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (i) a Registration Statement is not filed on or prior to its Filing Date or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) prior to the date that the SEC declares the Registration Statement effective (the “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 30 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) 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 Registrable Securities for 30 consecutive calendar days but no more than an aggregate of 60 calendar days during any 12-month period (which need not be consecutive Business Days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Business Day period is exceeded, or for purposes of clause (iii) the date which such 30 calendar day period is exceeded, or for purposes of clause (iv) the date on which such 30 or 60 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to $15,000.00. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within fifteen (15) days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Mandatory Registration. The Company shall, within forty-five ten (4510) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)Final Closing, file with the SEC an initial a Registration Statement covering the maximum number of Registrable Securities Securities, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Holders under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of IncorporationAct. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor Each Holder shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment thereto declared effective (such date, the “Effective Date”) by the SEC at promptly following the earliest possible date Stockholder Approval, but in no event later than thirty (in any event within one hundred fifty (15030) calendar days from after the date hereofof the Stockholder Approval (or sixty (60) days after the date of the Stockholder Approval if the SEC conducts a full review of the Registration Statement) (with the understanding that “Effectiveness Deadline”). If the timeframe for effectiveness with respect Registration Statement has not been declared effective on or prior to the Common Effectiveness Deadline, commencing on the Effectiveness Deadline the dividend on the Preferred Stock to will be registered for adjusted as described in Section 2(b) of the Second Note Certificate of Designation, with such adjustment applicable until (and related second Warrant shall be within one hundred fifty (150not including) calendar days from the date that upon which the Investor funds the Second Note)Registration Statement has been declared effective. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor Holders of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor Holders may sell all of the Registrable Securities without restriction (including any volume or manner-of-sale restrictions and without current public information) pursuant to Rule 144 promulgated under the Securities Act (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which,, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any affiliate of the Company) and (ii) the date on which the Investor Holder shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (455) calendar days Business Days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Purchase Notice Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including including, but not limited to to, under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including including, but not limited to to, pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The (a) Within fifteen (15) business days after the Closing Date, the Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) will prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a registration statement on Form S-3, or any other available form if the Company is not eligible to use Form S-3, for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestors to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares any or all of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinShares. The Company shall have agrees to use reasonable efforts to cause the Registration Statement to become effective as soon as practicable. In the event that, after the Closing Date and any amendment before the Registration Statement is declared effective effective, there is an act of God, war or terror, the Effectiveness Deadline will be extended by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar a number of days from the date hereof) (with the understanding that the timeframe for effectiveness with respect equal to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty days of any such act, plus ten (15010). (b) calendar days from the date that the Investor funds the Second Note). The Company shall be required to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times effective until such date that is the earlier of (i) the date as of which all of the Investor Purchasers may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) (or the successor rule thereto) promulgated under the Securities and Act or (ii) the date on which when all of the Investor Registrable Shares registered thereunder shall have been sold all or (iii) the second anniversary of the Closing Date, subject to extension as set forth below (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Securities covered thereby (Shares pursuant to the “Registration Period”). The Registration Statement (including or any amendments prospectus relating thereto). In the event the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) is delayed or supplements thereto suspended pursuant to Sections 6(c) or 12 hereof, the Company shall be required to extend the Mandatory Registration Termination Date beyond the second anniversary of the Closing Date by the same number of days as such delay or Suspension Period (as defined in Section 12 hereof). (c) The offer and prospectuses contained therein) sale of the Registrable Shares pursuant to the Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingunderwritten.

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement (the “Initial Registration Statement”) covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor (provided, however, that such number of the Investor’s Registrable Securities in the initial Registration Statement shall be no less than an aggregate of [1,529,293][764,647] shares of Common Stock), subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock), including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the SEC within one hundred and twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. a. No later than thirty (30) days after the Closing Date, the Company shall file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) which seeks to register the Shares and the Underlying Shares (the "Registerable Securities") under the Securities Act of 1933 (the “1933 Act”). The Company shall, will use its best efforts to cause such Registration Statement to be declared effective by the SEC within forty-five sixty (4560) calendar days from the date hereof (after filing with the understanding that SEC. b. To the Common Stock extent the staff of the SEC does not permit all of the Registrable Securities to be registered for on the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five pursuant to this Agreement, the Company shall (45i) calendar days from inform the date that Holder and use its best efforts to file amendments to the Investor funds of Registration Statement as required by the Second NoteSEC and/or (ii) withdraw the Registration Statement and file a new registration statement (a “New Registration Statement”), file with the SEC an initial Registration Statement in either case covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities registered by the InvestorSEC, including but not limited on Form S-3 or such other form available to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available register for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only resale the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have as a reasonable opportunity secondary offering; provided, however, that prior to review and comment upon filing such Registration Statement and any amendment or supplement to such New Registration Statement and any related prospectus prior to its filing with the SECStatement, and the Company shall give due consideration be obligated to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by use its best efforts to advocate with the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor registration of all of the Registrable Securities covered thereby at in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff ( the “SEC Guidance”) sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular registration statement as a secondary offering (and notwithstanding that the Company used best efforts to advocate with the SEC for the registration of all times until or a greater number of Registrable Securities), the earlier number of Registrable Securities to be registered on such registration statement will be reduced to comply with the SEC Guidance. In the event the Company amends the Registration Statement as set forth herein, the Company will use its best efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale for those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement. For the avoidance of doubt, (i1) the date as of which New Registration Statement shall be filed by the Investor may sell all Company with the SEC no later than thirty (30) days after the SEC notifies the Company of the Registrable Securities without restriction pursuant need to Rule 144 promulgated under file such registration statement or the Securities withdrawal of the First Registration Statement; and (ii2) the date on which will use its best efforts to cause the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The New Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make declared effective by the statements therein, in light of SEC within sixty (60) days after its initial filing with the circumstances in which they were made, not misleading.SEC

Mandatory Registration. The Company shall, within on or before the date which is forty-five (45) calendar days from after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event event, within one hundred fifty ninety (15090) calendar days from after the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Noteof this Agreement). The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shallshall prepare, within forty-five (45) calendar days from and on or prior to the date hereof (with which is 15 days after the understanding that date of the Common Stock to be registered for closing under the Second Note (as defined in the Purchase Agreement) 1996 Subscription Agreement (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note"1996 Closing Date"), file with the SEC an initial a Registration Statement on Form S-1 covering at least 592,593 shares of Common Stock as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the maximum Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the 1996 Preferred Shares and the exercise price of the Warrants issued pursuant to the 1996 Subscription Agreement in accordance with the respective terms thereof. The Company shall prepare, and on or prior to the date which is six (6) days after the date of the closing under the 1997 Subscription Agreement (the "1997 Closing Date"), file with the SEC a Registration Statement on Form S-3 covering at least 1,142,010 shares of Common Stock as Registrable Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or by reason of changes in the conversion price of the 1997 Preferred Shares and the exercise price of the Warrants issued pursuant to the 1997 Subscription Agreement in accordance with the respective terms thereof. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first two sentences of this Section 2(a) shall be insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares and the unexercised Warrants, then promptly, but in no event later than 15 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement required to be filed pursuant to the first sentence of this Section 2(a)) or other applicable form covering such number of shares of Common Stock as shall be permitted sufficient to permit such conversion and exercise. For all purposes of this Agreement (other than Section 2(c) hereof) such additional Registration Statement shall be deemed to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as the Registration Statement required to permit the resale of such Registrable Securities be filed by the InvestorCompany pursuant to Section 2(a) of this Agreement, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness as they shall have with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the initial Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary filed by the Company pursuant to make the statements therein, in light of the circumstances in which they were made, not misleadingthis Section 2(a).

Mandatory Registration. The Company shall, within forty-five thirty (4530) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforst to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date date. If the Registration Statement is not declared effective by the SEC within ninety (in any event within one hundred fifty (15090) calendar days from the date hereof) (with , then the understanding that outstanding balance of the timeframe for effectiveness with respect Note shall immediately and automatically increase to a maximum of 120% of the outstanding balance of the Note immediately prior to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) 91st calendar days day from the date hereof as follows: 1% per calendar day, beginning on the 91st calendar day from the date hereof and ending on the 111th calendar day from the date hereof (the “Extension Period”), provided that if the Investor funds Registration Statement is declared effective during the Second Note)Extension Period, then the aforementioned penalty shall cease to accrue further. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Capital Call Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shallshall file with the United States Securities and Exchange Commission ("SEC"), within on the date which is on or before forty-five (45) calendar days from after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) Closing Date (the “Second Note”"FILING DEADLINE") and related second Warrant shall be included a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement within forty-five (45) calendar days from the date that the Investor funds as is then available to effect a registration of all of the Second Note), file with the SEC an initial Registration Statement Registrable Securities) covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such the Shares and any Additional Investment Right Shares issued upon exercise of the Additional Investment Rights (the "INITIAL REGISTRATION STATEMENT"). The Registrable Securities by included in the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Initial Registration Statement shall register only be registered on behalf of the Registrable Securities unless signed written consent from the Investor is obtained by the CompanyInvestors as set forth in Section 11(k) hereof. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Initial Registration Statement (and any each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to such Registration Statement the Initial Investors and any related prospectus their counsel at least 5 Business Days prior to its filing with the SECor other submission. If for any reason (including, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested but not limited to, a determination by the Company for inclusion therein. The Company shall have staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement and any amendment (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but does not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of include all of the Registrable Securities covered thereby at all times until (any such shares that are not included being the earlier of "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (i10th) the date as of which the Investor may sell all Business Day after becoming aware of the Registrable Securities without restriction pursuant existence of any Uncovered Shares (such date referred to Rule 144 promulgated under herein as the Securities and "UNCOVERED SHARE FILING DEADLINE"), either (iia) the date on which the Investor shall have sold all the Registrable Securities covered thereby an amendment (the “"UNCOVERED SHARES AMENDMENT") to the Initial Registration Period”Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (including any amendments and each amendment or supplements thereto supplement thereto, and prospectuses contained thereineach request for acceleration of effectiveness thereof) shall not contain any untrue statement of a material fact be provided to the Initial Investors and their counsel at least concurrently with its filing or omit other submission. The Company shall use its reasonable efforts to state a material fact required to be stated therein, or necessary to make the statements therein, in light cause each of the circumstances in which they were made, not misleadingInitial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Mandatory Registration. The (a) Within twenty (20) business days after the Closing Date, the Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) will prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a registration statement on Form S-3, or in the event the Company is not eligible to use Form S-3, on Form S-1, for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the “Registration Statement”). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestors to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares any or all of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinShares. The Company shall have agrees to use reasonable best efforts to cause the Registration Statement and any amendment declared to become effective as soon as practicable, but in no event later than ninety (90) days after the Closing Date (or one hundred twenty (120) days if the Registration Statement is reviewed by the SEC at SEC). In the earliest possible date (in any event within one hundred fifty (150) calendar that, after the Closing Date and before the Registration Statement is declared effective, there is an act of God, war or terror, the Effectiveness Deadline will be extended by a number of days from the date hereof) (with the understanding that the timeframe for effectiveness with respect equal to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty days of any such act, plus ten (15010). (b) calendar days from the date that the Investor funds the Second Note). The Company shall be required to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times effective until such date that is the earlier of (i) the date as of which all of the Investor Purchasers may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) (or the successor rule thereto) promulgated under the Securities and Act or (ii) the date on which when all of the Investor Registrable Shares registered thereunder shall have been sold all the Registrable Securities covered thereby (such date is referred to herein as the “Mandatory Registration PeriodTermination Date”). The Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (including or any amendments or supplements thereto prospectus relating thereto). (c) The offer and prospectuses contained therein) sale of the Registrable Shares pursuant to the Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingunderwritten.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) no later than September 8, 2017 (the “Second NoteFiling Date”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning first with the Conversion Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate Articles of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from as well as certain other registrable securities owned by third parties that the Investor is obtained by Company has previously committeed to register on a pari passu basis (the Company“Aggregate Registrable Securities”). The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty and twenty (150120) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second NoteFiling Date). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (i) a Registration Statement is not filed on or prior to its Filing Date or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) prior to the date that the SEC declares the Registration Statement effective (the “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 30 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) 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 Registrable Securities for 30 consecutive calendar days but no more than an aggregate of 60 calendar days during any 12-month period (which need not be consecutive Business Days) (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Business Day period is exceeded, or for purposes of clause (iii) the date which such 30 calendar day period is exceeded, or for purposes of clause (iv) the date on which such 30 or 60 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to $15,000.00. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within fifteen (15) days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)or before December 30, 2017, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning first with the Commitment Shares, and second with the Put Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event event, within one hundred fifty sixty (15060) calendar days from after the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Noteof this Agreement). The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. (1) The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) shall prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and as expeditiously as possible, but in no event later than the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by date which is 90 days after the Company for inclusion therein. The Company shall have the Closing Date, a Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for which covers the resale by the Investor Buyer of all a number of shares of Common Stock equal to the number of Warrant Shares issuable upon exercise of the Warrant, as Registrable Securities covered thereby Securities, and which Registration Statement shall state that, in accordance with Rule 416 under the 1933 Act, the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Prior to the SEC Effective Date, and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8. (3) If a Registration Event occurs, then the Company will make payments to the Buyer as partial liquidated damages for the minimum amount of damages to the Buyer by reason thereof, and not as a penalty, at all times the rate of 2% per month of the Purchase Price paid by the Buyer pursuant to this Agreement (excluding the Purchase Price with respect to Warrant Shares already sold or which may be sold pursuant to Rule 144(k), for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided that in no event shall such payments begin to accrue until June 30, 2006. Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the earlier termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Buyer, and shall not constitute the Buyer's exclusive remedy for such events. The Registration Default Period shall terminate upon (u) the filing of the Registration Statement in the case of clause (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under definition of "Registration Event"; (v) the Securities and SEC Effective Date in the case of clause (ii) of the date definition of "Registration Event"; (w) the ability of the Buyer to effect sales pursuant to the Registration Statement in the case of clause (iii) of the definition of "Registration Event"; (x) the listing or inclusion and/or trading of the Common Stock on which a Trading Market, as the Investor case may be, in the case of clause (iv) of the definition of "Registration Event"; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of "Registration Event"; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of "Registration Event", the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall have sold all terminate if at the Registrable Securities covered thereby (the “time no other Registration Period”)Event is continuing. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) amounts payable as partial liquidated damages pursuant to this paragraph shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, payable in light lawful money of the circumstances in which they were made, not misleadingUnited States. Amounts payable as partial liquidated damages hereunder shall cease when the Buyer no longer holds the Warrant or Registrable Securities.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days Business Days from the date hereof (with the understanding that the Company’s Common Stock to be registered for begins trading on the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)OTC Market’s OTCQB Tier, file with the SEC an initial Registration Statement on Form S-1 covering the maximum number of Registrable Securities (beginning with the Purchase Notice Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and none of the Commitment Amount remains unpurchased within the Commitment Period (as defined in the Purchase Agreement) under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Capital Call Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, shall within forty-five twenty (4520) calendar days Trading Days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial the Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanyStatement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any registration statement or amendment or supplement to such Registration Statement registration statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any or amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities 1933 Act and available for the resale by the Investor sales of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) promulgated under the Securities and 1933 Act (or successor thereto) or (ii) the date on which (A) the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”"REGISTRATION PERIOD"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement is not filed by the Filing Date or declared effective by the SEC within (i) 30 days from the Filing Date if there is no full review of the registration statement by the SEC or (ii) 120 days from the date hereof if there is a full review of the registration statement by the SEC, than, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Investor an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid by the Buyer for the Purchase Shares on the 1st day of each 30 day period or portion thereof that such failure continues. If after a Registration Statement is first declared effective by the SEC it ceases to remain continuously effective as to all Registerable Securities for 10 consecutive Trading Days or an aggregate of 20 Trading Days during any 12 month period, than, in addition to any other rights and remedies available to Buyer hereunder, under the Purchase Agreement or under applicable law, the Company shall pay to the Buyer an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the aggregate amount paid by the Buyer for the Purchase Shares then held by the Buyer, on the 1st day of each 30 day period or portion thereof that such failure continues. The Company shall not file another registration statement registering securities of the Company until a Registration Statement registering the Purchase Shares, the Warrant Shares, the Signing Shares and the Commitment Shares has been declared effective by the SEC, provided, however that with respect to a registration statement on Form S-8, the Company shall not file such registration statement on Form S-8 until the ealier of (i) the date a Registration Statement registering the Purchase Shares, the Warrant Shares, the Signing Shares and the Commitment Shares has been declared effective or (ii) a period of 180 days from the date hereof.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date of this Agreement (or at the earliest possible date if prior to ninety (90) calendar days from the date of this Agreement), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shall, within forty-five ten (4510) calendar days from Business Days after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities, which shall include all of the Commitment Shares (including all of the Initial Commitment Shares and all of the Additional Commitment Shares), the Note Conversion Shares, the Warrant Shares and such number of additional Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from and any other shares issuable upon conversion of convertible notes and warrants identical to the Investor is obtained by the CompanyConvertible Note and Warrant issued to Investor. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering 13,350,000 of the maximum number of Registrable Securities (beginning with the Commitment Shares with respect to Investor and Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date that the Company files is Form 10-K for its fiscal year ending July 31, 2019, and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five twenty (4520) calendar days from Business Days after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities Securities, which shall include all of the Initial Commitment Shares and all of the Additional Commitment Shares that are issuable to the Investor pursuant to and in accordance with Section 5(e) of the Purchase Agreement, as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within on or before the date which is forty-five (45) calendar days from after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event event, within one hundred fifty ninety (15090) calendar days from after the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Noteof this Agreement). The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five ten (4510) calendar days Business Days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement on Form S-1 covering the maximum number of Registrable Securities as the Company shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counselcounsel (in any case including all of the Commitment Shares), subject to the aggregate number of authorized shares of the Company’s Common Stock Ordinary Shares then available for issuance in under its Certificate Memorandum and Articles of IncorporationAssociation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor acknowledges that it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)as soon as practicable. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement and (ii) 180 days following the earlier of (A) the Maturity Date and (B) the date of termination of the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shallshall prepare, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock and, on or prior to be registered for the Second Note (as defined in the Purchase Agreement) September 28, 1999 file (the “Second Note”"FILING DEADLINE") and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the maximum resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. Such Registration Statement shall initially register for resale at least 1,244,444 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as shall be permitted of each date that a Registration Statement, as amended, relating to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained declared effective by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty and twenty (150120) calendar days from after the date hereof) issuance of the Preferred Stock (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note"REGISTRATION DEADLINE"). The Company shall keep permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement effectivehas not been filed by the Filing Deadline and/or the Registration Statement has not been declared effective by the Registration Deadline, including but not limited to pursuant to Rule 415 promulgated under then the Company will be liable for liquidated damages enforceable by the Investor. The liquidated damages will be in the amount of 2% of the purchase price of the outstanding Registrable Securities Act and available for the resale first full thirty (30) days beyond such deadlines that the Registration has not been filed and/or declared effective and 2% for every full 30 day period thereafter until the Registration Statement has been filed and/or declared effective. The liquidated damages will be payable in cash by the Investor of all of Company upon demand by the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingInvestor.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note Board Approval Effective Date (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rulesrules (including but not limited to under Rule 415 under the Securities Act), regulations and interpretations so as to permit the resale of such Registrable Securities (subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) by the Investor, including but not limited beginning with all of the Commitment Shares, so as to under Rule 415 under permit the resale of such Registrable Securities Act by the Investor at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the Board Approval Effective Date (or at the earliest possible date if prior to ninety (90) calendar days from the Board Approval Effective Date), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act (with the understanding that the minimum number of shares of Common Stock under the Warrant to be registered shall be 55,714 shares of Common Stock) at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, shall prepare and file with the Commission within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) Initial Closing Date (the “Second Note”"Filing Deadline") and related second Warrant shall be included a registration statement (the "Registration Statement") on such Registration Statement within forty-five Form S-3, if the Company is eligible to use that form, otherwise on Form SB-2 or Form S-1, covering (45i) calendar days from the date that the Investor funds issuance of the Second Note)Conversion Shares and the Warrant Shares, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit (ii) the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until Securities. The Registration Statement shall initially register for resale the earlier lesser of (i) the date as number of which authorized, unissued and unreserved shares of Common Stock or the Investor may sell sum of 150% of the Conversion Shares, calculated by assuming that the Initial Closing Date is the Conversion Date, plus 100% of the Warrant Shares. The Company shall use its best efforts, including calling shareholders' meetings for such purpose, to ensure that it has sufficient shares of authorized, unissued and reserved Common Stock available to register all of the Registrable Securities. The Company shall use its best efforts to have the registration statement declared effective by the Commission within one hundred and twenty (120) days after the Closing Date (the "Registration Deadline") as to the number of Registraable Securities without restriction then authorized, unissued annd unreserved. The Company shall permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the Commission. The Company shall amend the registration statement to include additional Registrable Securities promptly following authorization of additional shares of Common Stock pursuant to Rule 144 promulgated under the Securities Agreement, and shall keep the registration statement current and effective for a period of at least ninety (90) days after (x) all of the Debentures shall have been converted into Conversion Shares or paid and (iiy) the date on which Agent's Warrant and the Investor Agent's Warrant shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments been fully exercised or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingexpired.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shall, within forty-five shall by the 30th day following the Closing (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second NoteInitial Filing Date”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement on Form S-3 (if such form is available for use by the Company at such time) or, otherwise, on Form S-1, covering all of the maximum number of Registrable Securities in clause (i) thereof, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor Investors in consultation with their respective legal counsel. Within thirty (30) days of each Milestone Event (each such date, subject together with the Initial Filing Date, a “Filing Date”) pursuant to which Registrable Securities (or the aggregate number of authorized shares of overlying security) are issued, the Company’s Common Stock then Company shall file with the SEC an additional Registration Statement on Form S-3 (if such form is available for issuance in its Certificate use by the Company at such time) or, otherwise, on Form S-1, covering all of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from issuable pursuant to such Milestone Event, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor is obtained under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the CompanyCompany and the Investors in consultation with their respective legal counsel. The Investor Investors and its their counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Each Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the each Registration Statement and any amendment amendments thereof declared effective by the SEC at within 60 days of the earliest possible date applicable Filing Date (or, in any the event within one hundred fifty of a full review by the SEC as to a Registration Statement, the 90th day following the applicable Filing Date (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note“Effectiveness Date”). The Company shall use best efforts to keep the each Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor Investors of all of the each Registrable Securities covered thereby at all times from the initial filing date of each Registration Statement until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor Investors shall have sold all the Registrable Securities covered thereby (the “Registration Period”)) and (ii) the date that all Registrable Securities may be sold pursuant to Rule 144 without any public information requirements or volume or manner of sale limitations, all without limitations under Rule 144. The Each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five twenty (4520) calendar days Business Days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), Execution Date file with the SEC an initial Registration Statement on Form S-1 or Form S-3 covering the maximum number of Registrable Securities (beginning with the Purchase Notice Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and none of the Commitment Amount remains unpurchased within the Commitment Period (as defined in the Purchase Agreement) under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The (a) If the Company shallis late in filing any SEC periodic report (after taking into consideration any permitted extensions) for more than thirty (30) days during the first twelve months following the Closing Date, then within forty-five twenty (4520) calendar business days from thereafter, the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) Company will prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a registration statement on Form S-3, or if the Company is ineligible to use Form S-3, then within thirty (30) business days thereafter, the Company will prepare and file with the SEC a registration statement on Form S-1 (or successor forms), for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investor as the selling stockholder thereunder (the “Registration Statement”). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestor to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares any or all of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinShares. The Company shall have agrees to use its commercially reasonable efforts to cause the Registration Statement and any amendment declared to become effective by the SEC at the earliest possible date as soon as practicable. (in any event within one hundred fifty (150b) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall be required to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times effective until such date that is the earlier of (such date is referred to herein as the “Mandatory Registration Termination Date”) (i) the date as of which the Investor may sell all of the Registrable Securities Shares without restriction (including without any requirement concerning the availability of adequate current public information concerning the Company) pursuant to Rule 144 promulgated under assuming a cashless exercise of the Securities and Warrant or (ii) the date on which when all of the Registrable Shares registered thereunder shall have been sold. Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investor shall have sold all no further right to offer or sell any of the Registrable Securities covered thereby (Shares pursuant to the “Registration Period”). The Registration Statement (including or any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingprospectus relating thereto).

Mandatory Registration. The Company shall, within forty-five thirty (4530) calendar days from Business Days after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities Securities, which shall include all of the Initial Commitment Shares and all of the Additional Commitment Shares that are issuable to the Investor pursuant to and in accordance with Section 5(e) of the Purchase Agreement, as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use commercially reasonable efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with ), provided, however, the understanding that Company shall have the timeframe for effectiveness with respect right to the Common Stock to be registered for the Second Note and related second Warrant shall be within extend such one hundred fifty (150) calendar days from indicated herein with notice and repayment of the date that Extension Repayment (as defined in the Investor funds Note and any amendments thereof) for each Extension (as defined in the Second NoteNote and any amendment thereof). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The the Company shall, within forty-five (45) calendar on or before 45 days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (date, but in any event within one hundred fifty (150) calendar 120 days from the date hereof) hereof (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note“Effective Date”). The Company shall use its reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Carbon Credit Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor (in any event, no less than the number of shares of Common Stock equal to the Exchange Cap (as defined in the Purchase Agreement) for Investor’s resale of the Registrable Securities), including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from and may also register any other securities of the Company issued or issuable to the Investor is obtained by the Companyor Boustead Securities, LLC, a registered broker-dealer (CRD#: 141391). The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shall, within forty-five ten (4510) calendar days from Business Days after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) Closing Date (the “Second NoteFiling Deadline”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement on Form S-1 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Holders under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor Holders and its their respective legal counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable such comments. The Investor Each Holder shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor Holders of all of the Registrable Securities covered thereby at all times until the earlier of (i1) the date as of on which the Investor may sell Holders shall have resold all of the Registrable Securities without restriction covered thereby, or (2) the date on which all Registrable Securities may be sold by the Holders thereof pursuant to Rule 144 promulgated under the Securities and (ii) Act without limitation as to volume or the date on which the Investor shall have sold all the Registrable Securities covered thereby manner of such sale (the “Registration Period”). The Company shall (i) register the resale of the Registrable Securities on Form S-1 pursuant to Section 2(a) and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shallshall use reasonable efforts to, within forty-five (45) calendar days Business Days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Purchase Notice Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. (a) The Company shall, within forty-five (45) calendar days from shall prepare and file with the Commission as soon as practicable following the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such a Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement on Form S-3 as a "shelf" registration statement under Rule 415 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities up to 4,484,000 Conversion Shares and up to 750,000 Warrant Shares. The Registration Statement shall state, to the extent permitted by the Investor, including but not limited to under Rule 415 416 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate that it also covers such indeterminate number of authorized shares of the Company’s Common Stock then available for issuance as may be required to effect conversion of the Series D Junior Preferred Stock and exercise of the Preferred Exchange Warrant in order to prevent dilution resulting from stock splits, stock dividends or similar events. (b) The Company shall use its Certificate of Incorporation. The initial best efforts to cause the Registration Statement shall register only to become effective as soon as practicable following the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinthereof. The Company shall have respond promptly to any and all comments made by the staff of the Commission on the Registration Statement (but in no event later than fifteen (15) Business Days following the Company's receipt thereof), and any amendment declared effective shall submit to the Commission, within three (3) Business Days after the Company learns that no review of the Registration Statement will be made by the SEC at staff of the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding Commission or that the timeframe staff of the Commission has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness with respect of the Registration Statement to a time and date not later than forty eight (48) hours after the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)submission of such request. The Company shall keep maintain the effectiveness of the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier to occur of (i) the date as of on which the Investor may sell all of the Registrable Securities without restriction have been sold pursuant to Rule 144 promulgated under the Securities Registration Statement and (ii) the date on which all of the Investor remaining Registrable Securities (in the reasonable opinion of counsel to the Holders) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time. 143 (c) If for any reason from time to time there are Registrable Securities which are not included or which are not allowed to be included by the Commission in a Registration Statement filed pursuant hereto, the Company shall have sold file additional Registration Statements as soon as practicable following a request by any Holder to effect a registration of all of such Registrable Securities, which Registration Statement shall be subject to all terms of this Agreement and shall use its best efforts to cause such Registration Statement to become effective as soon as practicable after such filing. The Company shall maintain the effectiveness of each Registration Statement until the earlier to occur of (i) the date on which all of the Registrable Securities covered thereby (have been sold pursuant to the “Registration Period”). The Registration Statement and (including any amendments or supplements thereto and prospectuses contained thereinii) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light date on which all of the circumstances remaining Registrable Securities (in the reasonable opinion of counsel to the Holders) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which they were made, not misleadingmay be sold by a Holder thereof at a given time.

Mandatory Registration. The Company shall, within forty-five (45a) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement use its reasonable best efforts to prepare and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) file no later than 180 calendar days from the date hereof) (following July 17, 2019 with the understanding that Commission (such filing date, the timeframe “Shelf Filing Date”), providing for effectiveness with respect to the Common Stock to be registered for the Second Note registration and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effectiveresale, including but not limited to on a continuous or delayed basis pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor (if applicable), of all of the Registrable Securities then outstanding from time to time, either (A) a registration statement with the Commission (such registration statement shall, at the option of the Company, be on Form F-3 or Form F-10 (or any equivalent or successor form) under the Securities Act) or (B) a prospectus supplement to the Company’s existing registration statement on Form F-10 (file no. 333-229631) (in the case of clause (A), the registration statement on such form, as amended or supplemented, or in the case of clause (B), the existing registration statement as amended or supplemented by a prospectus supplement, the “Registration Statement”). To the extent that the registration and resale of the Registrable Securities are covered thereby by a registration statement on Form F-10, the Company shall also use its reasonable best efforts to prepare and file at all times or before, the Shelf Filing Date any applicable corresponding prospectus or prospectus supplement with the applicable Canadian securities regulators or regulatory authorities. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act by the Commission as soon as reasonably practicable after the Shelf Filing Date. The Company shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (iA) the date as that is 3 years after the date of which effectiveness of such Registration Statement, (B) the Investor may sell date when all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and covered by such Registration Statement have been sold or (iiC) the date on which all of the Investor shall have sold all the Purchased Shares cease to be Registrable Securities covered thereby hereunder (such period, the “Registration Effectiveness Period”). The Registration Statement when effective (including any amendments or supplements thereto the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and prospectuses contained therein) shall the Exchange Act and will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in which they were madeany event within one (1) Business Day of such date, not misleadingthe Company shall provide the Holders with written notice of the effectiveness of the Registration Statement.

Mandatory Registration. The Company Adamas shall, within forty-five (45) calendar days from upon SCIO’s written request at any time after the date hereof (with of the understanding that the Common Stock to be registered for the Second Note (as defined in Closing under the Purchase Agreement) , file, within ninety (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (4590) calendar days from the date that the Investor funds of the Second Note)days, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale or other distribution of such Registrable Securities by the InvestorSCIO, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company Adamas and the Investor SCIO in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Adamas’ Common Stock then available for issuance in its Certificate Articles of Incorporation. The initial Registration Statement shall register only Three Hundred Thousand (300,000) of the Registrable Securities unless signed written consent from for resale and distribution; the Investor is obtained by remaining Six Hundred Thousand (600,000) shares shall be subject to Section 2.c. below and the CompanyLock-Up/Leak Out provisions set forth on Addendum A attached hereto. The Investor SCIO and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company Adamas shall give due consideration to all reasonable comments. The Investor SCIO shall furnish all information reasonably requested by the Company Adamas for inclusion therein. The Company Adamas shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect date. Adamas shall use reasonable best efforts to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of anyone acquiring from SCIO all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor such acquiror may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor such acquirer shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five twenty (4520) calendar days from after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained and up to 2,300,000 shares of Common Stock offered by the Companya holder or holders of Common Stock exercising piggyback registration rights. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable such comments; provided, however, that this provision shall not apply to any portion of any Form 10-K or Form 10-Q that does not mention the Investor or the transactions contemplated by the Transaction Documents. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company, on behalf of itself and any successor entity, agrees that, until the expiration of the period from and after the date of this Agreement through and including the date that is twenty (20) days after the date the initial Registration Statement is filed by the Company with the SEC (such period, the “Registration Statement Exclusivity Period”), it will not, directly or indirectly, file or cause to be filed any registration statement with the SEC, or file any amendment or supplement thereto, or grant any registration rights to any Person that can be exercised prior to the expiration of the Registration Statement Exclusivity Period, relating to the offering of any shares of Common Stock or any Common Stock Equivalents, other than (i) pursuant to the Transaction Documents and (ii) the filing by the Company of a registration statement on Form S-8 or a successor form thereto relating to a Company stock incentive plan approved by the Company’s board of directors. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from date; provided, however, that the Company shall cause the initial Registration Statement to be declared effective by the SEC prior to the date hereofthat is sixty (60) days after the date of this Agreement (with the understanding that “Effectiveness Deadline”). If the timeframe for effectiveness with respect initial Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby pursuant to this Section 2(a) is not declared effective by the SEC on or before the Effectiveness Deadline (the “Effectiveness Failure”), then, in addition to all other remedies available to the Common Stock Investor at law or in equity, the Company shall pay to be registered the Investor, in cash, as liquidated damages for such Effectiveness Failure and not as a penalty, an amount equal to $500 per day for each day from and after the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from date of the Effectiveness Failure until the date that the initial Registration Statement is declared effective by the SEC and the Company has filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) under the Securities Act (the “Registration Delay Payment”). The Investor shall invoice the Company at the end of each month during such period for the amount of Registration Delay Payment due for such month, and such payment shall be paid by the Company by wire transfer of immediately available funds to an account specified by the Second Note)Investor within five (5) days of the Company’s receipt of such invoice. If such Registration Delay Payment is not paid within five (5) days of the Company’s receipt of such invoice, such Registration Delay Payment shall accrue annual interest (on the basis of the 365 day year) compounded daily at a rate of 10.0%, up to and including the date on which such Registration Delay Payment is actually paid. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold resold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The (a) No later than thirty (30) days after the Closing, the Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) will prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a registration statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement that is then available to effect a registration of all Registrable Shares) for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the “Registration Statement”). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestors to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both any or all of the Company and the Investor in consultation with their respective legal counselRegistrable Shares. Such Registration Statement also shall cover, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated extent allowable under the Securities Act and available for the resale by the Investor rules promulgated thereunder (including Rule 416), such indeterminate number of all additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities covered thereby at all times Shares. (b) The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after filing, but in no event later than one hundred twenty (120) days after filing. (c) The Company shall be required to keep the Registration Statement, as amended, effective until such date that is the earlier of (i) two years after the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and Closing, (ii) the date on which when all of the Investor Registrable Shares registered thereunder shall have sold been sold, or (iii) such time as all the Registrable Shares held by the Investors can be sold pursuant to Rule 144(k) and without compliance with the registration requirements of the Securities covered thereby Act (such date is referred to herein as the “Mandatory Registration PeriodTermination Date”). The Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (including or any amendments or supplements thereto and prospectuses contained thereinprospectus relating thereto). (d) The Company shall not contain grant any untrue statement of a material fact registration rights that are pari passu with or omit senior to state a material fact required to be stated therein, or necessary to make the statements therein, in light registration rights of the circumstances in which they were made, not misleadingInvestors under this Agreement if such registration rights would adversely affect the Investors’ ability to sell Registrable Shares pursuant to the Registration Statement. The Company represents that no stockholders other than the Investors have the right to sell any Common Stock or other securities of the Company pursuant to the Registration Statement.

Mandatory Registration. The Company shall, within forty-five thirty (4530) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Commitment Shares with respect to Investor and Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Commitment Shares with respect to Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.

Mandatory Registration. The (a) If the Company shallis late in filing any SEC periodic report (after taking into consideration any permitted extensions) for more than thirty (30) days during the first twelve months following the Closing Date, then within forty-five twenty (4520) calendar business days from thereafter, the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) Company will prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a registration statement on Form S-3, or if the Company is ineligible to use Form S-3, then within thirty (30) business days thereafter, the Company will prepare and file with the SEC a registration statement on Form S-1 (or successor forms), for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investor as the selling stockholder thereunder (the "Registration Statement"). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestor to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares any or all of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinShares. The Company shall have agrees to use its commercially reasonable efforts to cause the Registration Statement and any amendment declared to become effective by the SEC at the earliest possible date as soon as practicable. (in any event within one hundred fifty (150b) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall be required to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times effective until such date that is the earlier of (such date is referred to herein as the "Mandatory Registration Termination Date") (i) the date as of which the Investor may sell all of the Registrable Securities Shares without restriction (including without any requirement concerning the availability of adequate current public information concerning the Company) pursuant to Rule 144 promulgated under assuming a cashless exercise of the Securities and Warrant or (ii) the date on which when all of the Registrable Shares registered thereunder shall have been sold. Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investor shall have sold all no further right to offer or sell any of the Registrable Securities covered thereby (Shares pursuant to the “Registration Period”). The Registration Statement (including or any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingprospectus relating thereto).

Mandatory Registration. The Company shall, within forty-five ten (4510) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted (in any event, not less than the Reserved Amount (as defined in the Note) (the "Reserved Amount") initially) to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s 's Common Stock then available for issuance in its Certificate of Incorporationlncorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty ninety (15090) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. (i) The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock shall use its best efforts to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Commission not later than the Filing Date a Registration Statement or Registration Statements (as necessary) on Form S-3 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities. In the event that Form S-3 is unavailable and/or inappropriate for such a registration, the Company shall use such other form as is available and appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Shares. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities covered thereby Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date; provided that, if the Registration Statement is not declared effective by the Effectiveness Date, the Company shall pay to each Purchaser an amount equal to one percent (1%) of the purchase price paid for the Shares purchased by such Purchaser. Thereafter, for every 30 days that pass without the Registration Statement being declared effective after the Effectiveness Date, the Company shall pay to such Purchaser an additional amount equal to one percent (1%) of the purchase price paid for the Shares purchased by such Purchaser. (ii) The Company shall use its best efforts to keep each Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date as of on which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities have been sold and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (in the opinion of counsel to the Purchasers and acceptable to legal counsel for the Company) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the “Registration Period”). (iii) If any offering pursuant to a Registration Statement, pursuant to Section 2 hereof, involves an underwritten offering (which may only be with the consent of the Company), the Purchasers shall have the right to select legal counsel and an investment banker or bankers and manager or managers to administer to the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company. (iv) Notwithstanding the foregoing, if the Company shall furnish to the Purchasers a certificate signed by the President or Chief Executive Officer of the Company (a “Demand Deferral Notice”) stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, then the Company shall have the right to defer such filing for a period of not more than 30 days after the 60th day after the Closing Date or the date upon which the Company receives notice from the Purchasers of their desire to have the Registrable Securities registered; provided, however, that the Company may not utilize this right more than once in any 12-month period. (v) If the Registrable Securities are registered for sale under the Securities Act, the Purchasers shall cease any distribution of such shares under the Registration Statement not more than twice in any 12-month period, for up to 30 days each, upon the request of the Company if: (x) such distribution would require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Company’s Board of Directors, would materially interfere with such transaction or negotiations, (y) such distribution would otherwise require premature disclosure of information that, in the good faith judgment of the Company’s Board of Directors, would adversely affect or otherwise be detrimental to the Company or (z) the Company proposes to file a registration statement under the Securities Act for the offering and sale of securities for its own account in an underwritten offering and the managing underwriter therefor shall advise the Company in writing that in its opinion the continued distribution of the Registrable Securities would adversely affect the success of the offering of the securities proposed to be registered for the account of the Company. The Registration Statement Company shall promptly notify the Purchasers at such time as (including any amendments i) such transactions or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact negotiations have been otherwise publicly disclosed or omit to state a material fact required to be stated thereinterminated, or necessary (ii) such non-public information has been publicly disclosed or counsel to make the statements therein, in light of the circumstances in which they were made, Company has determined that such disclosure is not misleadingrequired due to subsequent events.

Mandatory Registration. The Company shall, within forty-five one hundred twenty (45120) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor for Investor’s resale of the Registrable Securities), including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date of this Agreement (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date of this Agreement), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Commitment Shares with respect to Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof , and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities that the Investor cannot then sell without restriction pursuant to Rule 144 promulgated under the Securities Act, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor (beginning with all of the Commitment Shares for Investor’s resale of the Registrable Securities), including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof, and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use its reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of on which the Investor may sell all of the Registrable Registerable Securities without restriction pursuant to Rule 144 promulgated under the Securities Act and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall promptly file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shallshall file, within forty-five (45) calendar 45 days from after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Closing, a Registration Statement within forty-five (45"Registration Statement") calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)make appropriate filings under "blue sky" laws in such states as ▇.▇. ▇▇▇▇▇▇▇▇ shall reasonably specify, registering for resale the Common Stock and Warrants included in the Units and the "Extra Warrants" referred to below and the Common Stock underlying the Warrants and the Extra Warrants, and, to the extent permitted, registering the issuance of such Common Stock upon the exercise of the Warrants and Extra Warrants, as mutually determined by both the Company and case may be (collectively, the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the "Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinSecurities"). The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the 180th day after the Closing ("Target Date"). If the Registration Statement is not declared effective by the SEC at by the earliest possible Target Date, then on the Target Date and on each monthly anniversary of the Target Date thereafter until the earlier of the effective date of the Registration Statement ("Effective Date") or the nineteenth monthly anniversary of the Target Date, the Company shall issue to each purchaser of Units in any event within one hundred fifty the Offering, Warrants (150"Extra Warrants") calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the purchase a number of shares of Common Stock equal to be registered for 5% of the Second Note and related second Warrant number of Warrants purchased by him in the Offering. The Extra Warrants shall be within one hundred fifty (150) calendar days from have the date that same terms as the Investor funds Warrants included in the Second Note)Units sold in the Offering. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated current and effective until all the securities registered thereunder are sold or can be sold freely under an appropriate exemption under the Securities Act and available for the resale "blue sky" laws of the states reasonably specified by ▇.▇. ▇▇▇▇▇▇▇▇, without limitation. The Company shall bear all fees and expenses incurred by the Investor Company in connection with the preparation of the Registration Statement and filing it with the SEC and the NASD, including the fees (no more than $15,000) and disbursement of one special counsel for all of the holders of the Registrable Securities covered thereby at all times until in connection with the earlier of (i) the date as of which the Investor may sell all registration of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Registration Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto preparation, filing, modifying and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light amending of the circumstances in which they were made, not misleadingRegistration Statement. ▇.▇. ▇▇▇▇▇▇▇▇ has selected Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ as such special counsel and the investor acknowledges and agrees to this selection.

Mandatory Registration. The Company shall, within forty-five thirty (4530) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Common Stock issuable upon conversion of Purchase Notice Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Equity Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Commitment Shares with respect to Investor) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.

Mandatory Registration. The Company shall, within forty-five thirty (4530) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor (in any event, no less than the number of shares of Common Stock equal to the Allocated Exchange Cap (as defined in the Purchase Agreement) for Investor’s resale of the Registrable Securities), including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from and the Investor is obtained June 2024 Securities (as defined in the Purchase Agreement), provided, however, that the Company may also register the Put Shares (as defined in that certain equity purchase agreement entered into by the CompanyCompany on or around June 3, 2024 (the “EPA”)), the Warrant (as defined in the EPA), and the Exercise Shares (as defined in the EPA). The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement declared effective by the SEC within one hundred eighty (180) calendar days from the date hereof (or at the earliest possible date if prior to one hundred eighty (180) calendar days from the date hereof), and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. (1) The Company shallshall include all Registrable Securities in the Registration Statement covering the shares underlying the convertible indebtedness of the Company existing on the date hereof. If for any reason the SEC does not permit all of the Registrable Securities to be included in such Registration Statement, then the Company shall prepare and file with the SEC a separate Registration Statement with respect to any such Registrable Securities not included with the initial Registration Statement, as expeditiously as possible, but in no event later than the date which is 45 days after the First Option Closing Date or the Second Option Closing Date, as the case may be, which covers the resale by the Buyer of (A) the Note issued on such Closing Date; (B) a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to the Buyer if such Note were converted in full at the Conversion Price in effect on the date such Registration Statement is filed with the SEC; and (C) a number of shares of Common Stock equal to the number of Warrant Shares issuable upon exercise of the Warrant issued on such Closing Date, in each case in the preceding clauses (B) and (C), determined without regard to any restrictions on beneficial ownership contained in the Notes or the Warrants. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including rule 416), which determination shall be made by the Company and its legal counsel, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. For the avoidance of doubt, if the Company files the Registration Statement within the timeframes prescribed herein, but the SEC does not permit all of the Registrable Securities to be included therein, then such filing of that Registration Statement shall still be deemed timely filed and such filing will not trigger any liquidated damages provisions contained in this Agreement. On the SEC Effective Date the Company shall qualify the Indenture and the Supplemental Indenture under the ▇▇▇▇ ▇▇▇. (2) Prior to the applicable SEC Effective Date, and during any time subsequent to the applicable SEC Effective Date when a Registration Statement for any reason (other than reasons not attributable to the Company’s failure to take commercially reasonable actions to keep such Registration Statement effective) is not available for use by any Buyer for the resale of any Registrable Securities, the Company shall not, without prior written consent of the Buyer, file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file, or as to which the Company is required to request acceleration, pursuant to any obligation in effect on the date of execution and delivery of this Agreement. (3) If a Registration Event occurs, then the Company will make payments to the Buyer as partial liquidated damages for the minimum amount of damages to the Buyer by reason thereof, and not as a penalty, at the rate of 1% per month of the Purchase Price paid by the Buyer pursuant to this Agreement, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. The Registration Default Period shall terminate upon (w) the filing of the applicable Registration Statement in the case of clause (i) of the definition of “Registration Event”; (x) the applicable SEC Effective Date in the case of clause (ii) of the definition of “Registration Event”; (y) the ability of the Buyer to effect sales pursuant to the Registration Statement in the case of clause (iii) of the definition of “Registration Event”; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of “Registration Event”, the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the time no other Registration Event is continuing. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages hereunder shall cease when the Buyer no longer holds the Notes, the 16% Convertible Subordinated Notes issued by the Company in September 2003 (the “Other Notes”), or the Warrants. (4) At any time and from time to time, promptly following the written demand of the Investor following the issuance of any Additional Registrable Securities, and in any event within forty-five (45) calendar days from following such written demand, the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) Company shall prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial either a new Registration Statement or a post-effective amendment to a previously filed Registration Statement, to the extent permitted under the 1933 Act, on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Additional Registrable Securities) covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such the Additional Registrable Securities by in an amount equal to the Investornumber of Additional Registrable Securities. Such Registration Statement also shall cover, including but not limited to under Rule 415 the extent allowable under the Securities 1933 Act at then prevailing market prices and the rules promulgated thereunder (and not fixed pricesincluding Rule 416), as mutually determined by both the Company and the Investor in consultation with their respective its legal counsel, subject to the aggregate such indeterminate number of authorized additional shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent resulting from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment stock splits, stock dividends or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness similar transactions with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Additional Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”)Securities. The Registration Statement (including any amendments and each amendment or supplements thereto and prospectuses contained thereinsupplement thereto) shall be provided in accordance with Section 8(b) to the Purchaser and its counsel prior to its filing or other submission. (5) In the event that Form S-3 is not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make available for the statements therein, in light registration of the circumstances resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form 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 Statements then in which they were made, not misleadingeffect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Warrant Shares with respect to Investor) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.

Mandatory Registration. The Company shall, within forty-five thirty (4530) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforst to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date date. If the Registration Statement is not declared effective by the SEC within ninety (in any event within one hundred fifty (15090) calendar days from the date hereof) (with , then the understanding that outstanding balance of the timeframe for effectiveness with respect Note shall immediately and automatically increase to a maximum of 120% of the outstanding balance of the Note immediately prior to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) 91st calendar days day from the date hereof as follows: 1% per calendar day, beginning on the 91st calendar day from the date hereof and ending on the 111th calendar day from the date hereof (the “Extension Period”), provided that if the Investor funds Registration Statement is declared effective during the Second Note)Extension Period, then the aforementioned penalty shall cease to accrue further. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Commitment Shares issued to Investor and Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestor and Investments, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor and Investments of all of the Registrable Securities covered thereby at all times until the earlier of (i) date on which the Investor and Investments shall have sold all the Registrable Securities covered thereby until the date as of which the Investor and Investments may sell all of the Registrable Securities (as applicable to Investor and Investments) without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby Act (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The .The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shallshall use reasonable best efforts to, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase of this Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor (beginning with all of the Commitment Shares and Exercise Shares, and in any event, no less than the number of shares of Common Stock equal to the Exchange Cap (as defined in the Purchase Agreement) for Investor’s resale of the Registrable Securities), including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use reasonable best efforts to have the Registration Statement declared effective by the SEC within ninety (90) calendar days from the date hereof, and any amendment to the Registration Statement thereafter declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and the Maximum Commitment Amount (as defined in the Purchase Agreement) under the Purchase Agreement has been drawn down by the Company pursuant to a Registration Statement (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. In the event that (i) the Registration Statement or New Registration Statement (as defined below) becomes stale after the initial effectiveness of such Registration Statement or New Registration Statement and (ii) the Investor still has ownership of any of the Registrable Securities, the Company shall immediately file one or more post-effective amendments to facilitate the SEC’s declaration of effectiveness with respect to such Registration Statement or New Registration Statement.

Mandatory Registration. The Company shall, within (a) Within forty-five (45) calendar days from after the date hereof (of execution of the License Agreement, the Company shall commence the process of preparing and filing with the understanding that U.S. Securities & Exchange Commission (the Common Stock to "Commission"), on one occasion, at the sole expense of the Company (except as provided in Section 6.4 (b) hereof), a Registration Statement and such other documents, including a prospectus, as may be registered necessary (in the opinion of counsel for the Second Note (as defined Company), in order to comply with the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds provisions of the Second Note)Act, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit a public offering and sale of all the resale of such Registrable Securities by the Investorholders thereof. Until the Registration Statement is effective, including but not limited the Company shall use its best efforts to under Rule 415 cause the Registration Statement to become effective under the Securities Act at then prevailing market prices (Act, so as to permit a public offering and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number sale of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor holders thereof and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have will re-file the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)opportunity if not declared effective. The Company shall keep is not presently aware of any reason that would cause the Securities & Exchange Commission to declare the Registration Statement effective. Once effective, including but not limited the Company will use its best efforts to pursuant to Rule 415 promulgated under (a) maintain the Securities Act and available for the resale by the Investor of all effectiveness of the Registrable Securities covered thereby at all times Registration Statement until the earlier of (i) the date as of which the Investor may sell that all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and have been sold or (ii) the date on which that the Investor shall have sold all holders of the Registrable Securities covered thereby receive an opinion of counsel to the Company that all of the Registrable Securities may be freely traded (without registration under the “Act) in a single transaction under Rule 144 (k) promulgated under the Act or otherwise and the Company has removed the legend referred to in Section A; and (b) prepare and file with the SEC such amendments and supplements to the Registration Period”)Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to sales of the Registrable Securities pursuant to the Registration Statement. (b) The Company covenants and agrees to give written notice of the effectiveness of any such Registration Statement to all holders of the Registrable Securities within ten (10) business days from the date of the Company's receipt of notice of such effectiveness. (c) If at any time the Company determines to proceed with the preparation and filing of a registration statement under the Securities Act in connection with its securities, the Company will give written notice to its determination to all record holders of the Registrable Securities. Upon written request by a holder, the Company will include the Registrable Securities issued or issuable to such holder in that registration statement (other than a registration statement filed on either Form S-8 or Form S-4) subject to customary limitations as imposed by the underwriter for any such public offering. If requested by the Company, the holders of the Registrable Securities will agree to be bound by such additional restrictions on the sale or transfer of the Registrable Securities as may be required in order to comply with the requirements of the New York Stock Exchange or the SEC in connection with the public offering which agreement will be self-executing without the need for execution of additional instruments. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) Company's obligations described in this paragraph shall not contain apply to any untrue issued or issuable Registrable Securities that are eligible for immediate resale pursuant to Rule 144, without regard to volume limitations. The Company shall pay the expenses for any registration statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light except for underwriting discounts and commissions and legal fees of the circumstances in which they were made, not misleadingholders of the Registrable Securities.

Mandatory Registration. The Company shall, within forty-(a) No later than forty five (45) calendar days from after the date hereof (with Closing, the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) Company will prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a registration statement on Form S-1 (or other appropriate form) for the purpose of registering (such registration, the "Mandatory Registration") under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestors to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both any or all of the Company and the Investor in consultation with their respective legal counselRegistrable Shares. Such Registration Statement also shall cover, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated extent allowable under the Securities Act and available for the resale by the Investor rules promulgated thereunder (including Rule 416), such indeterminate number of all additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities covered thereby at all times Shares. (b) The Company agrees to use its best efforts to cause the Registration Statement to become effective within ninety (90) days after filing. (c) The Company shall be required to keep the Registration Statement (and any subsequent Registration Statements), as amended, effective until such date that is the earlier of (i) two years after the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and Closing, (ii) the date on which when all of the Investor Registrable Shares registered thereunder shall have been sold or (iii) such time as all the Registrable Shares held by the Investors can be sold pursuant to Rule 144(k) and without compliance with the registration requirements of the Securities covered thereby Act (such date is referred to herein as the “"Mandatory Registration Period”Termination Date"). The Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (including or any amendments prospectus relating thereto). (d) Absent the prior written consent of the Majority Holders, the Company shall not for a period of two years from the Closing Date grant any registration rights that are senior to the registration rights of the Investors under this Agreement. The Investors acknowledge that other holders of Company securities have the right to include shares of Common Stock or supplements thereto other securities of the Company (the "Other Registrable Securities") in the Registration Statement. (e) In the event the amount of Shares and prospectuses contained thereinUnderlying Shares covered by such Registration Statement is limited by the SEC, the Company: (i) shall not contain any untrue statement register the maximum number of a material fact or omit Registrable Shares and Other Registrable Securities permitted by the SEC, allocated among the Holders and the holders of Other Registrable Securities in proportion to state a material fact required to be stated thereinthe amount previously included in the Registration Statement, or necessary to make and (ii) shall file additional registration statements (the statements therein, "Subsequent Registration Statements") covering the balance of the Registrable Shares and Other Registrable Securities as soon as practicable in light of the circumstances in which they were madeSEC positions, not misleadingrules and regulations. The Company shall use its best efforts to cause any and all Subsequent Registration Statements to become effective within seventy five (75) days after each such filing.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Warrant Shares with respect to Investor and Investments) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC within one hundred twenty (120) calendar days from the date hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof), and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company shall, shall file the Registration Statement with the Commission as soon as practicable after the Closing Date and in any event within forty-five ninety (4590) calendar days from after the Closing Date. The Company represents that, as of the date hereof (with of this Agreement, it meets the understanding that the Common Stock to be registered requirements for the Second Note use of Form S-3 (as defined in the Purchase Agreementor any successor form) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds for registration of the Second Note)Registrable Securities, file with and that it may register all of the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporationon Form S-3. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from Securities, the Investor is obtained by Lender Shares (as defined below) under the circumstances described in Section 2.6 below and no other securities of the Company. The Investor and its counsel Holders’ Representative shall have a reasonable opportunity to review and comment upon such the Registration Statement and any or amendment or supplement to such the Registration Statement and any related prospectus Prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable commentsCommission. The Investor Holders shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable efforts to have the Registration Statement and any or amendment declared effective by the SEC Commission at the earliest possible date (in any event within one hundred fifty (150) calendar days from following the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)filing thereof. The Company shall use its reasonable efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act (or any successor rule providing for offering securities on a continuous basis) and available for the resale by the Investor sales of all of the Registrable Securities covered thereby at all times until the earlier earliest of (i) the date as that is two (2) years after the date of which the Investor may sell all effectiveness of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and Registration Statement, (ii) the date on which the Investor shall have sold all of the Registrable Securities covered thereby by the Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the “Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the last Holder consummates the sale of all of the Registrable Securities registered under the Registration Period”)Statement. The Company hereby undertakes and agrees that the Registration Statement (including any amendments or supplements thereto and prospectuses Prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (b) The Company shall, as required by applicable securities regulations, and at all times throughout the period during which the Registration Statement remains effective, file with the Commission, pursuant to Rule 424 promulgated under the Securities Act, the Prospectus and Prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Holders’ Representative and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the Commission. (c) All offers and sales of Registrable Securities covered by the Registration Statement by the Holders thereof shall be completed within the period during which the Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission. Upon notice that the Registration Statement is no longer effective, the Holders will not offer or sell the Registrable Securities covered by the Registration Statement. If directed in writing by the Company, the Holders will return or destroy all undistributed copies of the related Prospectus in the Holders’ possession upon the expiration of such period, except that each Holder may retain one copy solely for its files.

Mandatory Registration. The Company shall, within forty-(a) No later than fifty five (4555) calendar days from after the date hereof (with Closing, the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) Company will prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a registration statement on Form SB-2 for the purpose of registering (such registration, the “Mandatory Registration”) under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the “Registration Statement”). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestors to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both any or all of the Company and the Investor in consultation with their respective legal counselRegistrable Shares. Such Registration Statement also shall cover, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated extent allowable under the Securities Act and available for the resale by the Investor rules promulgated thereunder (including Rule 416), such indeterminate number of all additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities covered thereby at all times Shares. (b) The Company agrees to use its best efforts to cause the Registration Statement to become effective within ninety (90) days after filing (the “Mandatory Registration Effective Date”). (c) The Company shall be required to keep the Registration Statement (and any subsequent Registration Statements), as amended, effective until such date that is the earlier of (i) two years after the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and Closing, (ii) the date on which when all of the Investor Registrable Shares registered thereunder shall have been sold or (iii) such time as all the Registrable Shares held by the Investors can be sold pursuant to Rule 144(k) and without compliance with the registration requirements of the Securities Act (such date is referred to herein as the “Mandatory Registration Termination Date”). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto). (d) Absent the prior written consent of the Investors then holding a majority of the Shares, the Company shall not for a period of two years from the Closing Date grant any registration rights that are senior to the registration rights of the Investors under this Agreement. The Company represents that no securityholders of the Company other than the Investors and other than as disclosed in the Unit Subscription Agreement have the right to sell any Common Stock or other securities of the Company pursuant to the Registration Statement other than rights waived pursuant to the Registration Waivers. (e) In the event the amount of Shares and Underlying Shares covered thereby by such Registration Statement is limited by the SEC, the Company: (i) shall register the maximum number of Registrable Shares permitted by the SEC, without adding any other shares to the Registration Statement, and (ii) shall file additional registration statements (the “Subsequent Registration PeriodStatements”) covering the balance of the Registrable Shares as soon as practicable in light of SEC positions, rules and regulations (each a “Mandatory Subsequent Registration Filing Date”). The Company shall use its best efforts to cause any and all Subsequent Registration Statement Statements to become effective within seventy five (including any amendments or supplements thereto and prospectuses contained therein75) shall not contain any untrue statement of days after filing (each, a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.“Mandatory Subsequent Registration Effective Date”)

Mandatory Registration. The Company shall, within forty-five sixty (4560) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (in any event equal to at least the Reserved Amount (as defined in the Note)) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. Provided that the Investor timely provides all information reasonably requested by the Company and provides a timely review of and comments to the Registration Statement to the Company, in the event that the Company fails to file the initial Registration Statement with the SEC within sixty (60) calendar days from the date hereof, the Company shall issue 50,000 shares of the Company’s restricted Common Stock (the “Additional Shares”) to the Investor on or before the date which is sixty five (65) calendar days from the date hereof (with the understanding that the Additional Shares shall be deemed earned in full by the Investor as of the date which is sixty (60) calendar days from the date hereof). The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shallWithin thirty (30) days after the Closing (or, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from if the date that is thirty (30) days after the Investor funds of Closing is not a business day, the Second Notenext business day immediately following such date), the Company will prepare and file with the SEC an initial a registration statement on Form S-3 or any successor form (except that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on Form S-1 or any successor form) for the purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the account of, the Holders as selling stockholders thereunder (the “Registration Statement”). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorHolders to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares any or all of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinSecurities. The Company shall have agrees to use commercially reasonable efforts to cause the Registration Statement and to become effective as soon as practicable (which shall include using commercially reasonable efforts to promptly respond to any amendment declared effective by comments of the SEC at in respect of the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second NoteRegistration Statement). The Company shall be required to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times effective until such date that is the earlier of (i) the date as of which the Investor may sell when all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and registered thereunder shall have been sold, (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby either cease to be outstanding or are held by persons who are not affiliates of the Company and may be resold pursuant to Rule 144(k) under the Securities Act, or (iii) the later of two (2) years after the effective date of the Registration Statement, or the date on which all of the Registrable Securities may be sold pursuant to Rule 144 in a three (3) month period (such date is referred to herein as the “Mandatory Registration PeriodTermination Date”). The Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities pursuant to the Registration Statement (including or any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingprospectus relating thereto).

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted (in any event, not less than the greater of (i) 54,347,826 shares and (ii) the Reserved Amount (as defined in the Note) (the “Reserved Amount”) initially) to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five ninety (4590) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)hereof, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted (in any event, not less than the greater of (i) 15,000,000 shares and (ii) the Reserved Amount (as defined in the Note) (the “Reserved Amount”) initially) to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty ninety (150190) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall(a) Within 15 days following the Effective Time, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) Parent shall prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial Registration Statement covering SEC, a registration statement and such other documents, including a prospectus, as may be necessary in order to comply with the maximum number provisions of Registrable the Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations Act so as to permit the a resale of such Registrable Securities the shares of Parent Common Stock issued as Merger Consideration and the shares of Parent Common Stock underlying the Parent Warrants by the Investorholders thereof ("Holders") for a consecutive period of two years or until the distribution described in the registration statement has been completed, including whichever is shorter, provided that, for not more than 30 consecutive trading days (or not more than 60 consecutive trading days if the event giving rise thereto is an acquisition required to be reported in a Current Report on Form 8-K pursuant to Item 2 thereof) or for a total of not more than 90 trading days in any 12 month period, Parent may delay the disclosure of material non-public information concerning Parent (as well as prospectus or registration statement updating) the disclosure of which at the time is not, in the good faith opinion of Parent, in the best interests of Parent (an "Allowed Delay"); provided, further, that Parent shall promptly (i) notify the Holders in writing of the existence of (but not limited in no event, without the prior written consent of the Holders, shall Parent disclose to Holders any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay and (ii) advise the Holders, in writing to cease all sales under Rule 415 such registration statement until the end of the Allowed Delay. Parent shall use its best efforts to cause the registration statement to become effective at the earliest possible time. (b) In connection with any registration under this Section 7.10 hereof, Parent covenants and agrees as follows: (i) Parent shall furnish each Holder desiring to sell its securities such number of prospectuses as shall reasonably be requested. (ii) Parent shall pay all costs (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions or other charges of any broker-dealer acting on behalf of Holder(s)), fees and expenses in connection with all registration statements filed pursuant to this Section 7.10 including, without limitation, Parent's legal and accounting fees, printing expenses and blue sky fees and expenses. (iii) Parent will take all necessary action which may be required in qualifying or registering the securities included in the registration statement for resale under the Securities Act at then prevailing market prices (and not fixed prices), securities or blue sky laws of such states as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information are reasonably requested by the Company for inclusion therein. The Company Holder(s), provided that Parent shall have not be obligated to qualify as a foreign corporation to do business under the Registration Statement and laws of any amendment declared effective by such jurisdiction. (c) Parent hereby agrees that it will indemnify the SEC at Holders of the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock securities to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to sold pursuant to Rule 415 promulgated any registration statement referred to in clause (a) above and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act and available for the resale by the Investor or any other statute, common law or otherwise, arising out of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including or based upon any amendments untrue statement or supplements thereto and prospectuses contained therein) shall not contain any alleged untrue statement of a material fact contained (i) in such registration statement (as from time to time amended and supplemented); (ii) in any post-effective amendment or omit amendments; or (iii) in any application or other document or written communication (in this Section 7.10 collectively called an "application") executed by Parent or based upon written information furnished by Parent filed in any jurisdiction in order to qualify the above-referenced securities under the securities laws thereof or filed with the SEC, any state securities commission or agency, the American Stock Exchange, the National Association of Securities Dealers, Inc., The Nasdaq Stock Market or any securities exchange, or the omission or alleged omission therefrom of a material fact required to be stated therein, therein or necessary to make the statements thereincontained therein not misleading, unless such statement of omission was made in reliance upon and in conformity with written information furnished to Parent by the Company, any Holder or any placement agent on behalf of the Holders expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. The indemnity provided in this Section 7.10(c) is subject to the condition that if any action is brought against any Holder or any controlling person of such Holder in respect of which indemnity may be sought against Parent pursuant to this Section 7.10(c), such Holder or such controlling person shall as soon as practicable and in no event more than 20 days after the receipt thereby of a summons or complaint notify Parent in writing of the institution of such action and Parent shall assume the defense of such action, including the employment and payment of reasonable fees and expenses of counsel (which counsel shall be reasonably satisfactory to such Holder or controlling person). Such Holder or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Holder or controlling person unless the employment of such counsel shall have been authorized in writing by Parent in connection with the defense of such action, Parent shall not have employed counsel to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to Parent (in which case Parent shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in light any of which events the fees and expenses of not more than one additional firm of attorneys for such Holder and/or controlling person shall be borne by Parent. Except as expressly provided in the previous sentence, in the event that Parent shall not previously have assumed the defense of any such action or claim, Parent shall not thereafter be liable to such Holder or controlling person in investigating, preparing or defending any such action or claim. Parent hereby agrees promptly to notify all Holders of the circumstances commencement of any litigation or proceedings against Parent or any of its officers, directors or controlling persons in connection with the offering and sale of the securities referred to above or in connection with such registration statement. Parent, in the defense of any such action or claim will not, except with the consent of such Holder being indemnified, consent to entry of any judgment or enter into any settlement which they were madedoes not include as an unconditional term thereof, not misleadingthe giving by the claimant or plaintiff to such Holder being indemnified of a full and complete release from all liability in respect of such claim or litigation in form and substance reasonably satisfactory to such Holder being indemnified.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)or before September 15, 2018, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities (beginning with the Put Shares) as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the CompanySecurities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event event, within one hundred fifty (150) ninety calendar days from after the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Noteof this Agreement). The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “"Registration Period”"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45) calendar days from shall by the date hereof (with 30th day following the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note)Closing, file with the SEC an initial Registration Statement on Form S-3 (if such form is available for use by the Company at such time) or, otherwise, on Form S-1, covering all of the maximum number of Registrable Securities Securities, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor Investors in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor Investors and its their counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Each Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement and any amendment amendments thereof declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note)date. The Company shall use reasonable best efforts to keep the Registration Statement effective, including but not limited to effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor Investors of all of the Registrable Securities covered thereby at all times from the initial filing date of the Registration Statement until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor Investors shall have sold all the Registrable Securities covered thereby (the “Registration Period”) and (ii) the date that all Registrable Securities may be sold pursuant to Rule 144 without any public information requirements or volume or manner of sale limitations, all without limitations under Rule 144(i). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

Mandatory Registration. The Company shall, within forty-five (45a) Within 15 calendar days from after the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds earlier of the Second Note)closing of a financing or series of financings in which the Company raises an aggregate of $5,000,000 or May 14, 2007, the Company shall prepare and file with the SEC an initial Commission the Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof) (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction Shares for an offering to be made on a continuous basis pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby 415 (the “Registration PeriodRequired Filing Date”). The Registration Statement required hereunder shall be on Form SB-2 (including except if the Company is not then eligible to register for resale the Registrable Shares on Form SB-2, in which case the Registration Statement shall be on another appropriate form in accordance herewith). The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any amendments event not later than the 45th day after the Filing Date (the “Effectiveness Date”), and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of the date when all Registrable Shares covered by the Registration Statement (a) have been sold pursuant to the Registration Statement or supplements thereto an exemption from the registration requirements of the Securities Act or (b) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and prospectuses contained thereinacceptable to the Company’s transfer agent and the affected Investors or (c) the second anniversary of the date on which the Registration Statement is declared effective (the “Effectiveness Period”) or such longer time as the Company may determine. (b) Notwithstanding the foregoing, if the Company shall furnish to the Investors a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would not be in the best interest of the Company for such registration statement to be filed, the Company shall have the right to defer taking such action with respect to such filing for a period of not more than seventy-five (75) days after the date of such certificate; provided, however, that the Company shall not contain defer its obligation in this manner more than once in any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingtwelve (12) month period.

Mandatory Registration. The (a) Within fifteen (15) business days after the Closing Date, the Company shall, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock to be registered for the Second Note (as defined in the Purchase Agreement) (the “Second Note”) will prepare and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a registration statement on Form S-3, or any other available form if the Company is not eligible to use Form S-3, for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the “Registration Statement”). The Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the InvestorInvestors to offer and sell, including but not limited on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices)Act, as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares any or all of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion thereinShares. The Company shall have agrees to use reasonable efforts to cause the Registration Statement to become effective as soon as practicable. In the event that, after the Closing Date and any amendment before the Registration Statement is declared effective effective, there is an act of God, war or terror, the Effectiveness Deadline will be extended by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar a number of days from the date hereof) (with the understanding that the timeframe for effectiveness with respect equal to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty days of any such act, plus ten (15010). (b) calendar days from the date that the Investor funds the Second Note). The Company shall be required to keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times effective until such date that is the earlier of (i) the date as of which all of the Investor Purchasers may sell all of the Registrable Securities without restriction pursuant to Rule 144 144(k) (or the successor rule thereto) promulgated under the Securities and Act or (ii) the date on which when all of the Investor Registrable Shares registered thereunder shall have been sold all or (iii) the Registrable Securities covered thereby second anniversary of the Closing Date, subject to extension as set forth below (such date is referred to herein as the “Mandatory Registration PeriodTermination Date”). The Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (including or any amendments prospectus relating thereto). In the event the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) is delayed or supplements thereto suspended pursuant to Sections 6(c) or 12 hereof, the Company shall be required to extend the Mandatory Registration Termination Date beyond the second anniversary of the Closing Date by the same number of days as such delay or Suspension Period (as defined in Section 12 hereof). (c) The offer and prospectuses contained therein) sale of the Registrable Shares pursuant to the Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingunderwritten.

Mandatory Registration. The Company shallshall prepare, within forty-five (45) calendar days from the date hereof (with the understanding that the Common Stock and, on or prior to be registered for the Second Note (as defined in the Purchase Agreement) February 13, 2000 file (the “Second Note”"FILING DEADLINE") and related second Warrant shall be included on such Registration Statement within forty-five (45) calendar days from the date that the Investor funds of the Second Note), file with the SEC an initial a Registration Statement or Registration Statements (as is necessary) on Form S-3 or SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the maximum resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. Such Registration Statement shall initially register for resale at least 1,000,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as shall be permitted of each date that a Registration Statement, as amended, relating to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities unless signed written consent from the Investor is obtained declared effective by the Company. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150100) calendar days from after the date hereof) issuance of the Preferred Stock (with the understanding that the timeframe for effectiveness with respect to the Common Stock to be registered for the Second Note and related second Warrant shall be within one hundred fifty (150) calendar days from the date that the Investor funds the Second Note"REGISTRATION DEADLINE"). The Company shall keep permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement effectivehas not been declared effective by the Registration Deadline, including but not limited to pursuant to Rule 415 promulgated under the Securities Act Pledge Agreement dated as of even date herewith between certain shareholders of the Company and available for the resale by Buyer, the Investor of Buyer has certain rights to convert some or all of the Registrable Securities covered thereby at all times until the earlier Preferred Stock and foreclose upon shares of (i) the date as of which the Investor may sell all Common Stock of the Registrable Securities without restriction Company pledged pursuant to Rule 144 promulgated under the Securities and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingthat Pledge Agreement.