Common use of Registration Statements Clause in Contracts

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. (a) As promptly as reasonably practicable, but in any event no later than January 25, 2019, (i) Promptly following the final closing of Company, SpinCo, Parent and Merger Sub shall jointly prepare, and Parent shall file with the purchase and sale of SEC, an amendment to Parent’s registration statement on Form S-4 (333-227444) to register under the securities contemplated by 1933 Act the Memorandum Parent Share Issuance (together with all supplements, amendments, prospectuses and/or information statements, the “Closing DateParent Registration Statement”) but no later than thirty and (30ii) days after subject to the Closing Date (the “Filing Deadline”last sentence of this Section 8.02(a), the Company Company, SpinCo, Parent and Merger Sub shall prepare jointly prepare, and SpinCo shall file with the SEC one Registration Statement a registration statement on Form S-3 S-1 to register under the 1933 Act, the SpinCo Common Stock to be distributed in the Distribution (ortogether with all supplements, if Form S-3 is not then available to amendments, prospectuses and/or information statements, the “SpinCo Registration Statement” and, together with the Parent Registration Statement, the “Registration Statements”). Each of the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)SpinCo, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares Parent and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Merger Sub shall use its reasonable best efforts to obtain have the Registration Statements filed with the SEC become effective under the 1933 Act on or before February 14, 2019. Each of Parent and SpinCo and the Company shall also take any action required to be taken under any applicable state securities laws in connection with, in the case of Parent, the Parent Share Issuance and, in the case of the Company, the issuance and distribution of the SpinCo Common Stock in the Distribution. The parties hereto shall cooperate in preparing and filing with the SEC the Registration Statements and any necessary amendments or supplements thereto. Parent and Merger Sub shall furnish all information concerning Parent and its Subsidiaries, and the Company and SpinCo shall furnish all information concerning the Company, SpinCo, the Tiger Business and the Transferred Subsidiaries, as may be reasonably requested by the other parties hereto in connection with the preparation, filing and distribution of the Registration Statements or the prospectus contained therein, as applicable, and any necessary amendments or supplements thereto. None of the Registration Statements or prospectus contained therein, as applicable, or any amendment or supplement thereto shall be filed or mailed to stockholders without the written consent of all of the parties hereto (such consent not to be unreasonably withheld, conditioned or delayed), except as required by Applicable Law. Following the date hereof, if doing so would not delay the consummation of the transactions contemplated hereby (except for any delay that would not, in the aggregate, result in a delay of Closing by more than three Business Days), the Company may elect for SpinCo to file with the SEC a registration statement on Form 10 in lieu of the registration statement on Form S-1 described above (and if the Company makes such an election, the term “SpinCo Registration Statement” shall refer to such Form 10 (and not the SpinCo Form S-1) for all purposes hereunder). (b) Parent and the Company, as applicable, shall advise the other promptly after receiving oral or written notice of (i) the time when a Registration Statement has become effective or any supplement or amendment to a Registration Statement has been filed, (ii) the issuance of any stop order, (iii) the suspension of the qualification for offering or sale in any jurisdiction of the Parent Common Stock issuable in connection with the Merger or the SpinCo Common Stock issuable in connection with the Distribution, or (iv) any oral or written request by the SEC for amendment of a Registration Statement or SEC comments thereon or requests by the SEC for additional information. Parent and the Company shall promptly provide each other with copies of any written communication from the SEC and convey to each person who now has piggyback registration rights a waiver other summaries of those rights any oral communications with the SEC, in each case, with respect to the Registration Statement. The Statements and shall cooperate to prepare appropriate responses thereto (and will provide each other with copies of any such responses given to the SEC) and make such modifications to the Registration Statements as shall be reasonably appropriate. (c) If, at any time prior to the Effective Time, any event or circumstance shall be discovered by a party hereto that should be set forth in an amendment or a supplement to a Registration Statement (so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such party shall promptly inform the other parties hereto and each the parties hereto shall cause an appropriate amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall describing such information to be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not promptly filed with the SEC on and, to the extent required by Applicable Law, disseminated to stockholders. (d) In connection with the filing of the Registration Statements and other SEC filings contemplated hereby, each of the Company and Parent shall use its reasonable best efforts to (i) cooperate with the other to prepare pro forma financial statements that comply with the rules and regulations of the SEC to the extent required for such filings, including the requirements of Regulation S-X and (ii) provide and make reasonably available upon reasonable notice the senior management employees of the Company or Parent, as the case may be, to discuss the materials prepared and delivered pursuant to this Section 8.02(d).” 19. Section 8.07. Section 8.07 of the Merger Agreement is hereby amended and restated in its entirely to read as follows: (a) Immediately prior to the Filing DeadlineClosing, the Company will make pro rata payments shall, or shall cause SpinCo to, deliver to each InvestorParent (i) a certificate from SpinCo, dated as liquidated damages of the Closing Date and prepared in accordance with Treasury Regulations sections 1.897-2(h) and 1.1445-2(c)(3), stating that equity interests in SpinCo are not as a penalty“United States real property interests,” together with (ii) notice of such certificate to the IRS in accordance with Treasury Regulations section 1.897-2(h) (which notice shall be mailed to the IRS by SpinCo following the Closing in accordance with Treasury Regulations section 1.897-2(h)), in an amount equal case of clause (i) and (ii), in form and substance reasonably acceptable to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for Parent. (b) Except as otherwise expressly provided herein, this Agreement shall not govern Tax matters (including any portion thereof following the Filing Deadline for administrative, procedural and related matters thereto), which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to exclusively governed by the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineTax Matters Agreement.”

Registration Statements. On or prior to the date forty-five (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (3045) days after following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one 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 as is then available to effect a registration for resale of the Registrable Securities), covering subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities in pursuant to an amount at least equal offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Shareslimitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Warrant Shares Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Placement Agent Warrant Shares. Such Shelf Registration Statement shall include as required by the plan of distribution attached hereto as Exhibit A. Such SEC and/or (ii) withdraw the Shelf Registration Statement also shall coverand file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to a Subscription Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to a Subscription Agreement (applied, in the case that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Shares held by such Holders or similar transactions with respect to cannot sell their Shares in a secondary offering). In the Registrable Securities. The event the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights amends the Shelf Registration Statement or files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by the 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 those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a penalty, statutory underwriter in an amount equal the Registration Statement unless in response to 1.5% a comment or request from the staff of the aggregate amount invested by SEC or another regulatory agency; provided, however, that if a Participating Holder would be deemed a statutory underwriter, such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and Holder shall not constitute be included in the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineRegistration Statement.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 the Company is not then available eligible to use Form S-3 to register the Companyresale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof thereof) following the Filing Deadline for which no Registration Statement is filed with respect to the such Registrable Securities. Such payments shall be in partial compensation The amounts payable as liquidated damages pursuant to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and this paragraph shall be paid monthly within three (3) Business Days after of the last day of each month 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty sixty (3060) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution distribution, substantially in the form and substance attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than forty-five (45) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the The Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of all of the Registrable Securities in an amount at least equal and naming the Holders as a selling stockholder thereunder. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Holder shall be named as an “underwriter” in such Registration Statement without such Holder’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Class A Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Class A Common Stock or other securities for the Registration Statementaccount of any other selling stockholder without the prior written consent of the Required Holders. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and reasonably acceptable to the Required Holders and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 in accordance with Instruction I.B.3 of Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use its best efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior SEC. Subject to the Filing DeadlineSection 2(b) hereof, the Company will make pro rata payments Holders shall have the right to each Investorselect one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP or such other counsel as liquidated damages thereafter designated by the Required Holders. In addition, any Holder may, at such Holder’s expense, retain separate legal counsel to review any disclosure describing such Holder and not such Holder’s holdings in any Registration Statement naming such Holder as a penaltyselling stockholder thereunder (“Other Counsel”). The Company, Legal Counsel and any Other Counsel shall reasonably cooperate with each other in an performing the Company’s obligations under this Agreement. The Company shall pay the fees and expenses of such Legal Counsel arising out of such review up to a maximum amount equal to 1.5% of $15,000, and the aggregate amount invested by such Investor for each 30-day period or pro rata Holders shall be responsible for any portion thereof following fees and expenses relating to or arising out of any such review by the Filing Deadline Legal Counsel in excess of such amount and for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, any fees and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares expenses of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinetheir respective Other Counsel.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “First Closing Date”) Date but no later than thirty sixty (3060) calendar days after the Closing Date (the “First Closing Filing Deadline”), the Company shall prepare and use commercially reasonable efforts to file with the SEC one Commission a Registration Statement covering all of the Registrable Securities issued at the First Closing (the “First Closing Registrable Securities”); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. Promptly following the Second Closing Date but no later than sixty (60) calendar days after the Closing Date (the “Second Closing Filing Deadline”), the Company shall use commercially reasonable efforts to file with the Commission a Registration Statement covering all of the Registrable Securities issued at the Second Closing (the “Second Closing Registrable Securities”); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (i) use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Deadline and (ii) use its commercially reasonable efforts to keep each such Registration Statement effective for a period of twelve (12) months after the SEC Effective Date or for such shorter period ending on Form S-3 the earlier to occur of: (orx) the date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (y) the date as of which all Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including, if Form S-3 without limitation, volume restrictions) (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall notify the Purchasers by e-mail as promptly as practicable, and in any event, within forty-eight (48) hours, after any Registration Statement is declared effective and shall simultaneously provide the Purchasers with access to a copy of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby. The Company shall be entitled to suspend the effectiveness of a Registration Statement at any time prior to the expiration of the Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. After the SEC Effective Date, any Holder whose securities were registered pursuant to a Registration Statement may at any time and from time to time request in writing to sell pursuant to a prospectus or a prospectus supplement Registrable Securities of such Holder available for sale pursuant to the Registration Statement. If the Company is not then available in a Blackout Period, the Company shall use its commercially reasonable efforts to, not later than the fifth Trading Day after the receipt of such notice cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the initiating Holder prior to the filing thereof. If the Company is in a Blackout Period during the time such request is made, the Company shall use its commercially reasonable efforts to, not later than the fifth Trading Day after the cessation of the Blackout Period to cause to be filed the prospectus or a prospectus supplement; provided any request for a prospectus supplement may be withdrawn by the initiating Holder prior to the filing thereof. Notwithstanding the foregoing, in the event that the Staff does not permit the registration of any Registrable Securities, or otherwise limits the number of Registrable Securities that may be sold pursuant to such Registration Statement, or any successor registration statement, by virtue of the Commission informing the Company that (i) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, on such form (ii) Rule 415 may not be relied upon for the registration of registration statement as is then available to effect a registration for the resale of any or all of the Registrable Securities), covering and/or (iii) a Holder of any Registrable Securities must be named as an underwriter and such Holder does not consent to be so named in such Registration Statement, then the Company may remove from such Registration Statement such number of Registrable Securities as specified by the Commission (such Registrable Securities, the “Cut-Back Shares”) on behalf of all of the holders of Registrable Securities from the shares of Common Stock issued, on a pro-rata basis among the holders thereof and shall be applied first to any of the Registrable Securities of such Purchaser as such Purchaser shall designate, unless otherwise required pursuant to Commission Guidance or any other restrictions or limitations on the registration and resale of the Registrable Securities required by the Commission (“Commission Restrictions”), or the Purchasers otherwise agree; provided, however that the Company has used commercially reasonable efforts to advocate with the Commission (x) for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09), and (y) that the offering contemplated by such Registration Statement is a valid secondary offering and not an amount at least equal to offering “by or on behalf of the Sharesissuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter”. In such event, the Warrant Shares and Company shall give the Placement Agent Warrant Shares. Such Registration Statement shall include applicable holders of Registrable Securities prompt notice of the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares Cut-Back Shares excluded from such Registration Statement. The Company shall, at the first opportunity that is permitted by the Commission, register for resale the Cut-Back Shares (pro rata among the Holders of Common Stock resulting from stock splitssuch Cut-Back Shares) using one or more registration statements that it is then entitled to use; provided, stock dividends or similar transactions with respect however, that the Company shall not be required to the Registrable Securitiesregister such Cut-Back Shares during a Blackout Period. The Company shall use its commercially reasonable best efforts to obtain from cause each person who now has piggyback such registration rights a waiver of those rights with respect statement to be declared effective under the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, Act as liquidated damages and not soon as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investorspossible, and shall not constitute use its commercially reasonable efforts to keep such registration statement continuously effective under the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after Securities Act during the last day of each month following the Filing Deadlineentire Effectiveness Period.

Registration Statements. (i) Promptly following the final closing termination of the purchase and sale of the securities contemplated by the Memorandum Tender Offer (the “Closing Date”) but no later than the earlier of (i) thirty (30) days after the Closing Date or (ii) 60 days after the closing of the transactions contemplated by the Exercise Agreement (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities)S-1, covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. B; provided, however, that, subject to Section 2(d), no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder other than the Registrable Securities without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission; provided, that no such amendments or supplements made solely to update the Registration Statement after its effectiveness with a filing made under the Exchange Act need be provided to any Purchaser. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested paid by such Investor Purchaser to exercise its Old Warrants for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Filing Deadline30-day period.

Registration Statements. As soon as reasonably practicable following (i) Promptly following the final closing of Closing (as defined in the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Purchase Agreement), but no later than thirty (30) days after the Closing (the “Shares Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement on Form S-3 (the “Shares Registration Statement”) covering the resale of the Shares and (ii) the Shareholder Approval Date, but no later than thirty (30) days after the Shareholder Approval Date (the “Warrant Shares Filing Deadline” and, together with the Shares Filing Deadline, each a “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (orthe “Warrant Shares Registration Statement” and, if Form S-3 is not then available to together with the CompanyShares Registration Statement, on such form of registration statement as is then available to effect each a registration for resale of the Registrable Securities), “Registration Statement”) covering the resale of the Registrable Securities in an amount at least equal Warrant Shares; provided, however, that if and to the Shares, extent that the Shares and the Warrant Shares may be included in a single Registration Statement in accordance with the Securities Act and the Placement Agent Warrant Shares. Such Registration Statement rules and regulations promulgated thereunder, the Company shall include the plan of distribution attached hereto as Exhibit A. Such Shares and the Warrant Shares in the Shares Registration Statement and shall file such Registration Statement in accordance with the terms and time periods applicable to such Shares Registration Statement. The Registration Statement(s) also shall cover, to the extent allowable under the 1933 Securities Act and the rules and regulations promulgated thereunder (including Rule 416)thereunder, such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration StatementShares. The Registration Statement Statement(s) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the applicable Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% one percent (1.0%) of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the applicable Filing Deadline for which no Registration Statement is filed with respect to the such Registrable Securities. Such payments ; provided, however, that the aggregate amount of such liquidated damages payable to each Investor, together with the amount of any liquidated damages previously paid pursuant to any provision of this Agreement, shall be in partial compensation to under no circumstances exceed twelve percent (12%) of the Investors, and shall not constitute the Investors’ exclusive remedy for aggregate amount invested by such eventsInvestor. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Recapitalization Agreement (the “Closing Date”) but no later than the earlier of (i) thirty (30) days after the Closing Date Shareholders Meeting and (ii) September 30, 2008 (the earlier of such dates, the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 the Company is not then available eligible to use Form S-3 to register the Companyresale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any holder other than the Investors without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof thereof) following the Filing Deadline for which no Registration Statement is filed with respect to the such Registrable Securities. Such payments shall be in partial compensation The amounts payable as liquidated damages pursuant to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and this paragraph shall be paid monthly within three (3) Business Days after of the last day of each month 30-day period following the Filing Deadline. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash.

Registration Statements. On or prior to sixty (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (3060) days after following the Closing Date (as defined in the Purchase Agreement) (the “Filing Deadline”), the Company shall prepare and file with the SEC one 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 as is then available to effect a registration for resale of the Registrable Securities), covering ) for the resale of the Registrable Securities in pursuant to an amount at least equal offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Shareslimitations of Form S-3, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan aggregate amount of distribution Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Exhibit Annex A. Such To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement also filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall cover(i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement and subject to the payment of any liquidated damages that may be required to be paid pursuant to Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Shares held by such Holders). In the event the Company amends the Shelf Registration Statement or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and 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 those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as a penaltyamended, in an amount equal to 1.5% of or the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no New Registration Statement is filed with respect to (the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline“Remainder Registration Statement”).

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty forty-five (3045) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 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 Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant SharesSecurities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive sole monetary remedy for such eventsevents but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash cash. (ii) Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or additional shares of Common StockAdditional Shares, as determined by each Investorapplicable, and shall be paid monthly within three for resale, but in no event more than ten (310) Business Days after the last Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form SB-2) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, so long as such Investors’ Shares have not been sold pursuant to a Registration Statement prior to such date, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day of each month period or pro rata for any portion thereof following the Filing Deadlinedate by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash. In the event that all of any particular Investor’s Shares have been sold pursuant to a Registration Statement, the liquidated damages provision in this Section 2(a)(ii) shall be of no further force or effect with respect to such Investor; provided, however, that no such sale shall affect the right of the Investors to receive liquidated damages accruing prior to such sale.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty forty-five (3045) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 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 Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant SharesSecurities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive sole monetary remedy for such eventsevents but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash cash. (ii) Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or additional shares of Common StockAdditional Shares, as determined by each Investorapplicable, and shall be paid monthly within three for resale, but in no event more than ten (310) Business Days after the last Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form SB-2) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, so long as all of the Investors’ Shares have not been sold pursuant to a Registration Statement prior to such date, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day of each month period or pro rata for any portion thereof following the Filing Deadlinedate by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash. In the event that all of the Investors’ Shares have been sold pursuant to a Registration Statement, the liquidated damages provision in this Section 2(a)(ii) shall be of no further force or effect; provided, however, that no such sale shall affect the right of the Investors to receive liquidated damages accruing prior to such sale.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty forty-five (3045) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Commission 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 as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany Commission comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Purchasers prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC Commission on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.50.5% of the aggregate amount invested by such Investor Purchaser for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. The filing of the Registration Statement shall terminate the existence of any event giving rise to the payment of liquidated damages pursuant to the foregoing sentence. Such payments shall be in partial compensation to the Investors, and shall not constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three no later than ten (310) Business Days days after the last day end of each month following 30-day period. Notwithstanding anything else to the Filing Deadlinecontrary contained herein, liquidated damages, if any, payable pursuant to this Section 2(a) shall cease to accrue after the date on which the Registrable Securities may be sold by the Purchasers without restriction pursuant to Rule 144.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, number of Shares plus the Warrant Shares number of shares of Common Stock necessary to permit the exercise in full of the Warrants and the Placement Agent Warrant SharesWarrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement (other than with respect to those shares of Common Stock underlying warrants previously issued to R▇▇▇ ▇▇▇▇ & Co and any of R▇▇▇ ▇▇▇▇ & Co.’s transferees of such warrants, which shall be covered by such Registration Statement). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investors, the Placement Agent and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. The parties agree that the Company will not be liable for any liquidated damages in respect of the Warrants or the Placement Agent Warrants. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Initial Purchase Agreement (the “Closing Date”) but no later than thirty ninety days (3090) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 F-3 (or, if Form S-3 F-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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal the United States. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any Common Shares or other securities for the account of those rights with respect to any other holder without the Registration Statementprior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested Purchase Price (as defined in the applicable Purchase Agreement) paid by the Investor pursuant to the applicable Purchase Agreement for the Registrable Securities by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Filing Deadlinesuch 30-day period.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Effective Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (“Rule 415”) or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Investors may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (orexcept if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon review of such Registration Statement) a “Plan of Distribution” substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided by the SEC); provided, however, that no Investor shall be named as an Underwriter in such Registration Statement without the Investor’s prior written consent. In the event that the Company is not eligible to register the Registrable Securities on Form S-3 is not then available to and instead registers the Company, Registrable Securities on such another form of registration statement as is then available pursuant to effect the 1933 Act, the Company shall convert or replace such registration statement with a registration for resale of statement on Form S-3 promptly following confirmation that the Company becomes eligible to use Form S-3 to register the Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. . (ii) Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock combinations, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution distribution, substantially in the form and substance attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder of securities of the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver without the prior written consent of those rights with respect to the Registration StatementRequired Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than forty-five (45) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. The Company has filed with the Commission a registration statement, and an amendment or amendments thereto, on Form S-1 (i) Promptly following File No. 333-259394), including any related prospectus or prospectuses, which registration statement was declared effective on ____, 2022, for the final closing registration of the purchase and sale of certain securities of the securities contemplated Company, including the Closing Shares and Over-Allotment Shares under the Securities Act, and the rules and regulations of the Commission promulgated thereunder. Such registration statement, including amendments thereto (including post effective amendments thereto) and all documents and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise at the Memorandum time of effectiveness thereof (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing DeadlineEffective Time”), the Company shall prepare exhibits and file with any schedules thereto at the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available Effective Time or thereafter during the period of effectiveness and the documents and information otherwise deemed to be a part thereof or included therein by the Securities Act or otherwise pursuant to the CompanyRules and Regulations at the Effective Time or thereafter during the period of effectiveness, on such form of is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement as is then available pursuant to effect a registration for resale of Rule 462(b) under the Registrable SecuritiesSecurities Act (the “Rule 462 Registration Statement”), covering the resale of the Registrable Securities in an amount at least equal then any reference herein to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such term Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, or filed with the Commission pursuant to Rule 424(a) under the Securities Act is hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the extent allowable Securities that was included in the Registration Statement immediately prior to the pricing of the offering contemplated hereby is hereinafter called the “Pricing Prospectus.” The Company is filing with the Commission pursuant to Rule 424 under the 1933 Securities Act a final prospectus covering the Securities, which includes the information permitted to be omitted therefrom at the Effective Time by Rule 430A under the Securities Act. Such final prospectus, as so filed, is hereinafter called the “Final Prospectus.” Each of the Final Prospectus, the Pricing Prospectus and any preliminary prospectus in the form in which they were included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act is hereinafter called a “Prospectus.” Reference made herein to any Preliminary Prospectus, the Pricing Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein. Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the “Incorporated Documents”) pursuant to the Registration Statement, and the rules and regulations of the Commission promulgated thereunder (including Rule 416)thereunder, such indeterminate number on or before the date of additional shares this Agreement, or the issue date of Common Stock resulting from stock splitsthe Preliminary Prospectus, stock dividends the Pricing Prospectus or similar transactions with respect the Prospectus, as the case may be; and any reference in this Agreement to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. The All references in this Agreement to financial statements and schedules and any other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement Statement, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and each amendment or supplement thereto, and each request for acceleration all other references of effectiveness thereoflike import) shall be provided deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing DeadlineStatement, the Company will make pro rata payments to each InvestorPreliminary Prospectus, the Pricing Prospectus or the Prospectus, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecase may be.

Registration Statements. (i) Promptly following The Company agrees that at any time beginning six months after the final closing first issuance of the purchase and sale a share of the securities contemplated by the Memorandum Series A Convertible Preferred Stock (the “Closing Original Issue Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), upon the written request of the Purchaser (a “Demand Registration”), it will file a Registration Statement on Form SB-2 under the 1933 Act covering the resale of the number of shares of Registrable Securities specified in such request; provided that the Company shall prepare not be required to file more than four Registration Statements that become effective and file with remain effective for the SEC one period specified in Section 3(a); and provided further that promptly following any date on which the Company becomes eligible to use a Registration Statement on Form S-3 (orto register Registrable Securities for resale, if but in no event more than 20 days after such date, the Company shall file a shelf Registration Statement on 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 Registrable Securities), covering the resale of the Registrable Securities (or a post-effective amendment on Form S-3 to any then effective Registration Statement) and shall cause such Registration Statement to be declared effective as soon as possible thereafter, but in an amount at least equal to any event by the Shares, 90th day following the Warrant Shares and date on which the Placement Agent Warrant SharesCompany files such Form S-3. Such The Registration Statement shall include contain (except if otherwise required pursuant to written comments received from the plan SEC upon a review of distribution such Registration Statement) the “Plan of Distribution” attached hereto as Exhibit Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver “Selling Stockholders” and “Plan of those rights with respect to Distribution” sections of the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) and any risk factor contained in such document that addresses specifically this transaction or the selling stockholders, shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. 3.1.1 At any time after the date that is ninety (i90) Promptly days immediately following the final closing date the Common Stock is issued pursuant to the Subscription Agreement, Investor may request registration of the purchase Registrable Securities with the SEC, which request will specify the number of Registrable Securities intended to be offered and sale sold and the intended method of disposition of such Registrable Securities, provided that if such request is made with respect to less than all of the securities contemplated Registrable Securities then held by Investor, the Memorandum Company shall not be obligated to effect an Initial Registration Statement pursuant to this paragraph more than once within any ninety (90) day period. Such registration shall be on Form S-3 (the “Closing DateInitial Registration Statement”) (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) and the Company shall file the Initial Registration Statement as soon as reasonably practicable, but in no event later than thirty (30) days following receipt of such request. The Company shall effect the registration, qualifications and compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as practicable after the Closing Date filing thereof. The Company shall replace any Initial Registration Statement at or before expiration with a successor effective registration statement on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) to the extent the Investor holds any Registrable Securities. In the event the SEC informs the Company that all of the Registrable Securities intended to be registered on such Initial Registration Statement cannot, as a result of the application of SEC Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform Investor or its transferees that are holders of Registrable Securities under this Agreement and that have agreed to the provisions of this Agreement (Investor and such other transferees, each a “Filing DeadlineHolder”), (b) use its reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (c) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of such Registrable Securities permitted to be registered by the SEC, on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall prepare and file be obligated to use reasonable efforts to advocate with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to for the Company, on such form registration of registration statement as is then available to effect a registration for resale all of the Registrable Securities), covering . In the resale of event the Registrable Securities in an amount at least equal to Company amends the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Initial Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment b) or supplement thereto, and each request for acceleration of effectiveness thereof(c) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its reasonable efforts to each Investorfile with the SEC, as liquidated damages promptly as allowed by the SEC, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). 3.1.2 At any time and not as a penalty, in an amount equal from time to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for time while any portion thereof following the Filing Deadline for which no Registration Statement is filed in effect, any Holder or group of Holders, as the case may be (each, in such case, a “Takedown Holder”) with respect Registrable Securities included on such Registration Statement may request to sell all or any portion of its Registrable Securities included thereon in a Public Offering, including an Underwritten Shelf Takedown, that is registered pursuant to such Registration Statement (a “Shelf Takedown”). Any requests for a Shelf Takedown pursuant to this Section 3.1.2 shall be made by giving prior written notice to the Company (a “Shelf Takedown Request”). The Shelf Takedown Request shall specify the approximate number of Registrable SecuritiesSecurities to be sold in the Shelf Takedown. Such payments Notwithstanding anything to the contrary set forth herein, the Company shall be in partial compensation obligated to the Investorseffect more than three Underwritten Shelf Takedowns, and shall not constitute be obligated to effect any Underwritten Shelf Takedown unless the Investors’ exclusive remedy anticipated gross proceeds of such underwritten offering is not less than three million dollars ($3,000,000) (unless the Holders are proposing to sell all of their remaining Registrable Securities). 3.1.3 Promptly upon receipt of a Shelf Takedown Request for any Underwritten Shelf Takedown, the Company shall give written notice of the requested Shelf Takedown (the “Shelf Takedown Offer Notice”) to all other Holders with Registrable Securities included on such events. Such payments Shelf Registration Statement and, subject to the provisions of Section 3.1.7 hereof, shall be made include in the Shelf Takedown all Registrable Securities with respect to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly which the Company has received written requests for inclusion therein within three (3) Business Days business days after the last day date the Shelf Takedown Offer Notice is given. The request of each month following the Filing Deadline.any Holder (including any Takedown Holder) to participate in an Underwritten Shelf Takedown shall be binding on such Holder. The Company shall, as promptly as reasonably practicable (and in any event within ten

Registration Statements. (iA) Promptly following the final closing of the purchase Proposal Date, and sale of the securities contemplated by the Memorandum (the “Closing Date”) but in no event later than thirty (30) days after the Closing Proposal Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one 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 as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, Conversion Shares and the Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities. In connection with the Placement Agent Warrant Shares. Such second Registration Statement referred to above, the Company may avail itself of Rule 429 under the ▇▇▇▇ ▇▇▇. (B) Subject to any SEC comments, each Registration Statement filed pursuant to Section 2(a)(i) shall include the plan of distribution attached hereto as Exhibit A. Each such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities to which such Registration Statement relates. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; provided, however, that the Company shall have the right to include (i) the PIPEs Securities and (ii) the shares of Common Stock issued to ▇▇▇▇ or which ▇▇▇▇ may have the right to acquire as compensation for ▇▇▇▇'▇ services to the Company in connection with the transactions contemplated by the Purchase Agreement and the PIPEs Agreement. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and/or their counsel prior to its filing or other submission. If the Registration Statement covering the Conversion Shares and the Warrant Shares and any and all other securities issued or issuable with respect to or in exchange for such Registrable Securities is not filed with the SEC on or prior to the Filing Deadline for such Registrable Securities, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor for the Registrable Securities included in the applicable Registration Statement for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which the applicable Registration Statement is not filed with respect to the applicable Registrable Securities. Such payments shall constitute the Investors' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash. (ii) Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Notes) or in the Warrant Price (as defined in the Warrants) such that additional shares of Common Stock become issuable upon the conversion of the Notes or the exercise of the Warrants (the "Additional Shares"), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the relevant Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (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 Shares, subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable SecuritiesAdditional Shares. The Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors; provided, however, that the Company shall use its reasonable best efforts have the right to obtain from each person who now has piggyback registration rights a waiver include (i) the PIPEs Securities and (ii) the shares of those rights with respect Common Stock issued to ▇▇▇▇ or which ▇▇▇▇ may have the right to acquire as compensation for ▇▇▇▇'▇ services to the Registration StatementCompany in connection with the transactions contemplated by the Purchase Agreement and the PIPEs Agreement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and and/or their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC on within thirty (30) days of the request of any Investor or prior to upon the Filing Deadlineoccurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor with respect to the securities giving rise to the issuance of such Additional Shares for each 30-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable SecuritiesAdditional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “First Closing Date”) Date but no later than thirty (30) days after the First Closing Date (the “First Closing Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale all of the Registrable Securities issued at the First Closing or issuable upon exercise of securities issued at the First Closing (the “First Closing Registrable Securities”). Each Registration Statement filed hereunder shall be on Form S-3 and for an offering to be made on a continuous basis pursuant to Rule 415 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in an amount at least equal which case such registration shall be on another appropriate form in accordance herewith, subject to the Sharesprovisions of Section 2(d)) and, the Warrant Shares and the Placement Agent Warrant Shares. Such subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that PDL BioPharma, Inc. shall not be named as an “underwriter” in such Registration Statement without the PDL BioPharma, Inc.’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the First Closing Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Such Registration Statement (and each amendment or supplement thereto) shall be provided in accordance with Section 3(c) to PDL BioPharma, Inc. prior to its filing or other submission. (ii) Promptly following the Second Closing Date but no later than thirty (30) days after the Second Closing Date (the “Second Closing Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement covering all of securities issued at the Second Closing or issuable upon exercise of securities issued at the Second Closing (the “Second Closing Registrable Securities”). Each Registration Statement filed hereunder shall be on Form S-3 and for an offering to be made on a continuous basis pursuant to Rule 415 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(d)) and, subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Purchaser shall be named as an “underwriter” in such Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Second Closing Registrable Securities. Such Registration Statement (and each request for acceleration of effectiveness thereofamendment or supplement thereto) shall be provided in accordance with Section 3(c) to the Investors and their counsel Purchasers prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty forty-five (3045) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Commission 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 as is then available to effect a registration for resale of the Registrable Securities)S-1, covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany Commission comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Purchasers prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC Commission on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.50.5% of the aggregate amount invested by such Investor Purchaser for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. The filing of the Registration Statement shall terminate the existence of any event giving rise to the payment of liquidated damages pursuant to the foregoing sentence. Such payments shall be in partial compensation to the Investors, and shall not constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three no later than ten (310) Business Days days after the last day end of each month following 30-day period. Notwithstanding anything else to the Filing Deadlinecontrary contained herein, liquidated damages, if any, payable pursuant to this Section 2(a) shall cease to accrue after the date that is six (6) months after the Closing Date.

Registration Statements. (i) Promptly At any time and from time to time following the final closing Agreement Date, any Investor may make up to three (3) demands for the Company to register under the 1933 Act all of the purchase Registrable Securities not then covered by an existing and sale effective Registration Statement by delivering to the Company a written notice of the securities contemplated by the Memorandum each such demand (the each, a “Closing DateDemand Notice”) but no later than thirty (30) days after the Closing Date (the “). On or prior to each Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement covering the resale of all of such Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (each, a “Demand Registration Statement”). The Demand Registration Statement shall be on Form S-3 (orexcept if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, if Form S-3 is not then in which case such registration shall be on such other form available to the Company, on such form of registration statement as is then available to effect a registration register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A. Notwithstanding the registration obligations set forth in this Section 2, in the event the SEC informs the Company that all of the Registrable SecuritiesSecurities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (1) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Demand Registration Statement as required by the SEC and/or (2) withdraw the Demand Registration Statement and file a new registration statement (a “New Demand Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Demand Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in an amount at least equal accordance with the SEC Guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Registrable Securities not acquired or issued, directly or indirectly, pursuant to the SharesInvestment Agreement or the terms of the Series A Preferred Shares issued pursuant to the Investment Agreement (whether pursuant to registration rights or otherwise) (applied, in the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall covercase that some Registrable Securities may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares of Common Stock resulting from stock splitsunregistered Registrable Securities held by such Holders) and second, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering by the Registrable Securities is not filed with acquired or issued, directly or indirectly, pursuant to the Investment Agreement or the terms of the Series A Preferred Shares issued pursuant to the Investment Agreement (applied, in the case that some Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders). In the event the Company amends the Demand Registration Statement or prior to files a New Demand Registration Statement, as the Filing Deadlinecase may be, under clauses (1) or (2) above, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Demand Registration Statement, as a penaltyamended, in an amount equal to 1.5% of or the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no New Demand Registration Statement is filed with respect to (the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline“Remainder Demand Registration Statements”).

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “First Closing Date”) Date but no later than thirty (30) days after the First Closing Date (the “First Closing Filing Deadline”), the Company shall prepare and file with the SEC one Commission 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 as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities issued at the First Closing (the “First Closing Registrable Securities”) (except if the Company is not then eligible to register for resale the First Closing Registrable Securities on Form S-3, in an amount which case such registration shall be on another appropriate form). Promptly following the Second Closing Date but no later than thirty (30) days after the Second Closing Date (the “Second Closing Filing Deadline”), the Company shall file with the Commission a Registration Statement on Form S-3 covering all of the Registrable Securities issued at least equal the Second Closing (the “Second Closing Registrable Securities”) (except if the Company is not then eligible to register for resale the Second Closing Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (i) use its commercially reasonable efforts to cause each such Registration Statement to be declared effective no later than the Registration Effectiveness Date and (ii) use its commercially reasonable efforts to keep each such Registration Statement effective for a period of three (3) years after the SEC Effective Date or for such shorter period ending on the earlier to occur of: (x) the date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (y) the date as of which all Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) within a ninety (90) day period (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the Sharesterms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall be entitled to suspend the effectiveness of a Registration Statement at any time prior to the expiration of the Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. Notwithstanding the foregoing, in the event that the Staff should limit the number of Registrable Securities that may be sold pursuant to such Registration Statement, the Warrant Shares and the Placement Agent Warrant Shares. Such Company may remove from such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Registrable Securities as specified by the Commission (such Registrable Securities, the “Reduction Securities”) on behalf of all of the holders of Registrable Securities first from the shares of Common Stock resulting issued or issuable upon exercise of the outstanding Warrants, on a pro-rata basis among the holders thereof, and second from stock splitsthe other Registrable Securities on a pro-rata basis among the holders thereof. In such event, stock dividends the Company shall give the applicable holders of Registrable Securities prompt notice of the number of Registrable Securities excluded from such Registration Statement. The Company shall, at the first opportunity that is permitted by the Commission, register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or similar transactions with respect more registration statements that it is then entitled to use; provided, however, that the Registrable SecuritiesCompany shall not be required to register such Reduction Securities during a Blackout Period. The Company shall use its commercially reasonable best efforts to obtain from cause each person who now has piggyback such registration rights a waiver of those rights statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to Section 3(b) below with respect to any Registrable Securities that are excluded by reason of (i) the Registration Statement. The Registration Statement Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement (and each amendment provided that the Company continues to use commercially reasonable efforts to register such Reduction Securities for resale by other available means) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) such Holder failing to provide to the Investors Company information concerning the Holder and their counsel prior to its filing or other submission. If a Registration Statement covering the manner of distribution of the Holder’s Registrable Securities that is not filed required by SEC Rules to be disclosed in a registration statement utilized in connection with the SEC on or prior registration of registrable securities. Notwithstanding anything herein to the Filing Deadlinecontrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company will make pro rata payments to each InvestorCompany’s compliance with such limitation, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period prohibition or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect delay solely to the Registrable Securities. Such payments extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in partial compensation to the Investors, this Agreement and shall not constitute require the Investors’ exclusive remedy for such eventspayment of any liquidated damages by the Company under this Agreement. Such payments shall be made to each Investor in cash or additional As of the date hereof, at least 21,354,517 shares of Common Stock, as determined Stock are held by each Investor, and shall be paid monthly within three (3) Business Days after non-affiliates of the last day of each month following the Filing DeadlineCompany.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if Form S-3 S-1 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Filing Deadline30-day period.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If . (ii) So long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no i. No later than thirty (30) days the Business Day after the Closing Date Company has filed its Form 10-K for the fiscal year ended December 31, 2021 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering only the resale of the Registrable Securities in an amount at least equal that will be eligible for sale free from any contractual restriction under the Lock-Up Agreement within one (1) year after the Closing pursuant to the Sharesa customary, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the broad plan of distribution attached hereto as Exhibit A. reasonably acceptable to the Holders. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. If Further, the Company shall provide a draft of the Registration Statement to the Holder for review at least five (5) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with the Holder’s review. The Company will use commercially reasonable efforts to file its Form 10-K for the fiscal year ended December 31, 2021 as promptly as practicable after publicly furnished its earnings release under Item 2.02 of Form 8-K for the fiscal year ended December 31, 2021. ii. The Registration Statement referred to in Section 2(a)(i) shall be an automatic shelf registration statement on Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution distribution, substantially in the form and substance attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder of securities of the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver without the prior written consent of those rights with respect to the Registration StatementRequired Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly following the final closing date of the purchase and sale of the securities transactions contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date May 15, 2014 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if Form S-3 S-1 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 Registrable Securities), or a post-effective amendment to a previously filed registration statement on Form S-1, covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Filing Deadline30-day period.

Registration Statements. (i) Promptly The Company shall use reasonable best efforts to prepare and file within 15 calendar days following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file a Registration Statement with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the intended plan of distribution attached hereto which shall include all manners of distribution as Exhibit A. the Holders may reasonably request and as permitted by law. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock share splits, stock dividends share dividends, share divisions, share combinations, bonus share issuances or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any Ordinary Shares or other securities for the account of those rights with respect to any other holder without the Registration Statementprior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the 30th calendar day following the Closing Date (the “Filing Deadline”), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51% of the aggregate amount invested paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three no later than ten (310) Business Days after the last day end of each such 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month following on any such liquidated damages payments that shall not be paid by the Filing DeadlinePayment Date until such amount is paid in full. (ii) The Company shall use commercially reasonable efforts to register the Registrable Securities on Form F-3 if such form is available for use by the Company; provided, that if at such time the Registration Statement is on Form F-1, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-3 covering the Registrable Securities has been declared effective by the SEC.

Registration Statements. (i) Promptly On or prior to 30 days following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one 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 as is then available to effect a registration for resale of the Registrable Securities) for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the limitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Shelf Registration Statement) the “Plan of Distribution” section in substantially the form attached hereto as Annex A. To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing DeadlineGuidance, including without limitation, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% Manual of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.Publicly Available Telephone Interpretations D.

Registration Statements. (ia) Promptly following Each of Parent and the final closing of Company shall cooperate and promptly prepare, and Parent shall file with the purchase and sale of the securities contemplated by the Memorandum SEC, as soon as practicable, a registration statement on Form S-4 (the “Closing DateForm S-4”) but no later than thirty under the Securities Act, with respect to the Parent ADSs (30and Class A Ordinary Shares represented thereby) days after deliverable in connection with the Closing Date Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders of Parent and of the Company in connection with the transactions contemplated by this Agreement (the “Filing DeadlineProxy Statement/Prospectus”). To the extent necessary, Parent shall cause the Company shall ADS Depositary to prepare and file with the SEC one Registration Statement SEC, no later than the date prescribed by the rules and regulations under the Securities Act, a registration statement, or a post-effective amendment thereto, as applicable, on Form S-3 F-6 (or, if the “Form S-3 is not then available F-6”) with respect to the CompanyParent ADSs deliverable in connection with the Merger. The respective parties will cause the Proxy Statement/Prospectus, on such the Form S-4 and the Form F-6 to comply as to form of registration statement as is then available to effect a registration for resale in all material respects with the applicable provisions of the Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the SharesAct, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Exchange Act and the rules promulgated thereunder (including Rule 416), such indeterminate number and regulations thereunder. Each of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to Parent and the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver have the Form S-4 and the Form F-6 declared effective by the SEC as promptly as practicable. Each of those rights with respect Parent and the Company shall use its reasonable best efforts to obtain, prior to the Registration effective date of the Form S-4, all necessary non-U.S., state securities law or “Blue Sky” permits or approvals required to carry out the transactions contemplated by this Agreement. Each party will advise the others, promptly after it receives notice thereof, of the time when the Form S-4 and the Form F-6 have become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent ADSs (or the Class A Ordinary Shares represented thereby) deliverable in connection with the Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Proxy Statement/Prospectus, the Form S-4 or the Form F-6 or comments thereon and responses thereto or requests by the SEC for additional information. The Registration Statement Each of the parties shall also promptly provide each other party copies of all written correspondence received from the SEC and summaries of all oral comments received from the SEC in connection with the transactions contemplated by this Agreement. Each of the parties shall promptly provide each other party with drafts of all correspondence intended to be sent to the SEC in connection with the transactions contemplated by this Agreement and allow each such party the opportunity to comment thereon prior to delivery to the SEC. (b) Parent and the Company shall each use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. (c) Each of Parent and the Company shall ensure that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and each at the time of the respective meetings of shareholders of Parent and the Company, or, in the case of information provided by it for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) In the event that Parent determines in its reasonable discretion that it is necessary or advisable to deliver a prospectus to residents of the United Kingdom pursuant to the UK prospectus rules made by the UK Listing Authority (“UKLA”) under Part VI of UK FSMA (such rules the “UK Prospectus Rules”), as promptly as practicable thereafter, but in no event later than the initial filing of the Form S-4, Parent shall prepare and file with the UKLA for its approval a draft copy of such prospectus (the “Parent UK Prospectus”), and Parent shall cause the Parent UK Prospectus to comply as to form and substance in all material respects with the requirements of all applicable laws. The Company shall prepare and furnish all information concerning itself as Parent may reasonably request for acceleration in connection with the preparation of effectiveness thereof) shall be provided the Parent UK Prospectus, including, without limitation, by supplying all such information, procuring such financial statements and audit reports thereon in accordance with Section 3(c) the UK Prospectus Rules, giving all such undertakings, executing all such documents, paying all such fees and doing or procuring to be done all such things as may be necessary or required by the UKLA or otherwise for the purposes of complying with the UK Prospectus Rules and obtaining the approval of the UKLA. To the extent that Parent determines to proceed with such a prospectus, Parent shall use reasonable best efforts to obtain formal approval of the Parent UK Prospectus by the UKLA concurrently with the effectiveness of the registration statement on Form S-4, including, without limitation, by supplying all such information, procuring such financial statements and audit reports thereon in accordance with the UK Prospectus Rules, giving all such undertakings, executing all such documents and doing or procuring to be done all such things as may be necessary or required by the UKLA or otherwise for the purposes of complying with the UK Prospectus Rules and obtaining the approval of the UKLA. As promptly as practicable after the Parent UK Prospectus is approved by the UKLA and, in any event, no later than the time that the Proxy Statement/Prospectus is provided to its stockholders, the Company shall cause the Parent UK Prospectus to be mailed or delivered or otherwise made available to the Investors record and their beneficial stockholders of the Company resident in the United Kingdom, and Parent shall publish it in accordance with applicable law. (ii) The Company and its counsel prior shall be given a reasonable opportunity to its filing review and comment on any such Parent UK Prospectus and any amendments or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or supplements thereto (in each case prior to the Filing Deadlinepublication thereof) and Parent will in good faith take into account any reasonable comments made by, or reasonable requests of, the Company will make pro rata payments and its counsel. Parent shall promptly advise the Company upon becoming aware of (i) the time when the Parent UK Prospectus has been approved by the UKLA or any supplementary prospectus has been filed or (ii) any comments, responses or requests from the UKLA relating to each Investor, as liquidated damages the Parent UK Prospectus. (iii) The information supplied by the Company for inclusion in any such Parent UK Prospectus and any announcement to any regulatory information service in connection with the Parent UK Prospectus shall not as a penalty, in an amount equal at the time the Parent UK Prospectus is first mailed to 1.5% stockholders of the aggregate amount invested Company and is first published and at the time of the meeting of the stockholders of the Company, and in the case of any such announcement at the time it is provided by such Investor for each 30-day period the Company to the Parent, contain any statement, promise or pro rata for forecast which is misleading, false or deceptive in a material particular, conceal any portion thereof material facts or create a false or misleading impression. For the purposes of Parent complying with the UK Prospectus Rules, the Company shall promptly advise Parent upon becoming aware of any significant new factor, material mistake or inaccuracy relating to the information concerning the Company which should be disclosed to enable the stockholders of the Company to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of Parent following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineMerger.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty five (305) days Business Days after the Closing Date filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “S-1 Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement a “shelf” registration statement covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415. Such registration statement shall be on Form S-3 S-1 (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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares “S-1 Registration Statement”) and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such S-1 Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such S-1 Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors, except for shares of Common Stock held by the Company’s stockholders having “piggyback” registration rights a waiver of those expressly set forth in registration rights with respect agreements entered into by the Company prior to the Registration Statementdate hereof. The A copy of the initial filing of the Registration Statement (and each pre-effective amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submissionfiling. If a the S-1 Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the S-1 Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no the S-1 Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments Payments to be made pursuant to this Section 2(a)(i) shall be made to each Investor due and payable immediately upon demand in immediately available cash or additional shares funds. The parties agree that the liquidated damages provided for in this Section 2(a)(i) represent a reasonable estimate on the part of Common Stockthe parties, as determined of the date of this Agreement, of the amount of damages that may be incurred by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following Investors if the S-1 Registration Statement is not filed by the S-1 Filing Deadline.

Registration Statements. On or prior to the date ten (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (3010) days after following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one 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 as is then available to effect a registration for resale of the Registrable Securities), covering subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities in pursuant to an amount at least equal offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Shareslimitations of Form S-3, include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Warrant Shares Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Placement Agent Warrant Shares. Such Shelf Registration Statement shall include as required by the plan of distribution attached hereto as Exhibit A. Such SEC and/or (ii) withdraw the Shelf Registration Statement also shall coverand file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Subscription Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Subscription Agreement (applied, in the case that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Shares held by such Holders). In the event the Company amends the Shelf Registration Statement or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by the 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 those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a penalty, statutory underwriter in an amount equal the Registration Statement unless in response to 1.5% a comment or request from the staff of the aggregate amount invested by SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Investor for each 30-day period or pro rata for any portion thereof following Holder will have an opportunity to withdraw from the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineStatement.

Registration Statements. (i) Promptly following the final closing of Closing Date (as defined in the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”Purchase Agreement) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 F-3 (or, if Form S-3 F-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 Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant SharesSecurities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares cash. For the avoidance of Common Stockdoubt and as an example only, as determined by each Investor, and shall be paid monthly within in the event that the Company files a Registration Statement three (3) Business Days days after the last day of each month following the Filing Deadline, the Company would be liable for liquidated damages in the amount of US$1,200.00.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but By no later than thirty forty-five (3045) calendar days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one (1) Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any Common Shares or other securities for the account of any other holder. The Company shall use its reasonable best efforts not file any other registration statements until the Registration Statement is declared effective by the SEC, provided that this Section 2(a)(i) shall not prohibit the Company from filing (x) amendments to obtain from each person who now has piggyback registration rights a waiver of those rights with respect statements filed prior to the date of this Agreement, (y) a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement. Statement required hereunder, or (z) one (1) or more registration statements on Form S-8 for the registration of the securities underlying its equity incentive plans. (ii) The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofreferred to in Section 2(a)(i) shall be provided in accordance with Section 3(con Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Investors Company and their counsel prior (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to its filing use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or other submission. If a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. On November 8, 2013, the Company prepared and filed with the SEC a Registration Statement on Form S-3 (i) Promptly following No. 333-192216), for an offering to be made on a continuous basis pursuant to Rule 415 under the final closing of the purchase and sale of the securities contemplated by the Memorandum Securities Act (the “Closing DateInitial Shelf Registration Statement”) but no later than thirty (30) days after of the Closing Date (the “Filing Deadline”)Initially Registered Securities. On or prior to May 8, 2015, the Company shall prepare and file with the SEC one an additional Registration Statement 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 Exchange Registrable Securities) for an offering of the Exchange Registrable Securities (which shall include the number of unsold Initially Registered Securities, which may be deregistered from the Initial Shelf Registration Statement upon the effectiveness of such additional Registration Statement) to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Exchange Additional Shelf Registration Statement”). Promptly following the Requisite Stockholder Approval, covering the Company shall prepare and file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities) for an offering of all Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement (which shall include the plan number of unsold Initially Registered Securities and Exchange Registrable Securities, each of which may be deregistered from the Exchange Additional Shelf Registration Statement upon the effectiveness of such additional Registration Statement) to be made on a continuous basis pursuant to Rule 415 under the Securities Act (together with the Exchange Additional Shelf Registration Statement, the “Additional Shelf Registration Statements”). The Additional Shelf Registration Statement(s) shall include the aggregate amount of Registrable Securities, as applicable, to be registered therein and the intended methods of distribution attached hereto as Exhibit A. Such Registration Statement also shall coverthereof, subject to the limitations of Form S-3. To the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number and regulations of additional shares the Commission do not permit the Additional Shelf Registration Statement(s) to include all of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The , as applicable, the Company shall use its reasonable best efforts to obtain register the maximum amount permitted by the Commission and those Registrable Securities required to be omitted from each person who now has piggyback registration rights a waiver of those rights with respect to the such Additional Shelf Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofStatement(s) shall be provided determined in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% sole discretion of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlinePrincipal Purchasers.

Registration Statements. (i) Promptly following On or prior to the final closing date of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 S-1 (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 Form S-3) for resale of the Registrable Securities), covering the resale of the Registrable Securities in pursuant to an amount at least equal offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Registration Statement”). Such Resale Registration Statement shall, subject to the Shareslimitations of Form S-1 (or Form S-3, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall if available), include the plan aggregate amount of distribution Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Resale Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Exhibit Annex A. Such To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Resale Registration Statement also filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall cover(i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Resale Registration Statement as required by the SEC and/or (ii) withdraw the Resale Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 (or Form S-3, if available) or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation Securities Act Rules No. 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of any liquidated damages that may be required to be paid pursuant to Section 2.1(c), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement, and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Shares held by such Holders, subject to a determination by the SEC that certain Holders must be excluded or must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Shares held by such Holders). In the event the Company amends the Resale Registration Statement or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages 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-1 (or Form S-3, if available) or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”) and use commercially reasonable efforts to have such Remainder Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than ninety (90) calendar days after the filing of such Remainder Registration Statement (the “Additional Effectiveness Deadline”); provided, however, that if the Company is notified by the SEC (either orally or in writing, whichever is earlier) that the Remainder Registration Statement will not be reviewed or is no longer subject to further review and comments, the Additional Effectiveness Deadline as to such Remainder Registration Statement shall be the fifth (5th) Business Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided further, that if the Additional Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business. In no event shall any Participating Holder be identified as a penalty, statutory underwriter in an amount equal the Registration Statement unless in response to 1.5% a comment or request from the staff of the aggregate amount invested by SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Investor for each 30-day period or pro rata for any portion thereof following Holder will have an opportunity to withdraw from the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineStatement,.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Commission 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 as is then available to effect a registration for resale of the Registrable Securities), covering the resale all of the Registrable Securities issued at the Closing (the “Registrable Securities”) (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in an amount at least equal which case such registration shall be on another appropriate form); provided, however, that the Company shall not be required to file such Registration Statement during a Blackout Period. The Company shall (i) use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than the Registration Effectiveness Date and (ii) use its commercially reasonable efforts to keep such Registration Statement effective for a period of three (3) years after the SEC Effective Date or for such shorter period ending on the earlier to occur of: (x) the date on which all Registrable Securities have been transferred other than to a Permitted Assignee and (y) the date as of which all Holders may sell all of the Registrable Securities without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) within a ninety (90) day period (the “Effectiveness Period”); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep such registration effective pursuant to the Sharesterms hereunder, in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so. The Company shall be entitled to suspend the effectiveness of a Registration Statement at any time prior to the expiration of the Effectiveness Period during a Blackout Period for the reasons and time periods set forth in the definition thereof. Notwithstanding the foregoing, in the event that the Staff should limit the number of Registrable Securities that may be sold pursuant to such Registration Statement, the Warrant Shares and the Placement Agent Warrant Shares. Such Company may remove from such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Registrable Securities as specified by the Commission (such Registrable Securities, the “Reduction Securities”) on behalf of all of the holders of Registrable Securities first from the shares of Common Stock resulting issued or issuable upon exercise of the outstanding Warrants, on a pro-rata basis among the holders thereof, and second from stock splitsthe other Registrable Securities on a pro-rata basis among the holders thereof. In such event, stock dividends the Company shall give the applicable holders of Registrable Securities prompt notice of the number of Registrable Securities excluded from such Registration Statement. The Company shall, at the first opportunity that is permitted by the Commission, register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or similar transactions with respect more registration statements that it is then entitled to use; provided, however, that the Registrable SecuritiesCompany shall not be required to register such Reduction Securities during a Blackout Period. The Company shall use its commercially reasonable best efforts to obtain from cause each person who now has piggyback such registration rights a waiver of those rights statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to Section 3(b) below with respect to any Registrable Securities that are excluded by reason of (i) the Registration Statement. The Registration Statement Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement (and each amendment provided that the Company continues to use commercially reasonable efforts to register such Reduction Securities for resale by other available means) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) such Holder failing to provide to the Investors Company information concerning the Holder and their counsel prior to its filing or other submission. If a Registration Statement covering the manner of distribution of the Holder’s Registrable Securities that is not filed required by SEC Rules to be disclosed in a registration statement utilized in connection with the SEC on or prior registration of registrable securities. Notwithstanding anything herein to the Filing Deadlinecontrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company will make pro rata payments to each InvestorCompany’s compliance with such limitation, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period prohibition or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect delay solely to the Registrable Securities. Such payments extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in partial compensation to the Investors, this Agreement and shall not constitute require the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares payment of Common Stock, as determined any liquidated damages by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineCompany under this Agreement.

Registration Statements. (ia) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no No later than thirty (30) calendar days after following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto substantially in form and substance as Exhibit A. set forth in Part III of each Investor’s Selling Securityholder Questionnaire. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splitsshare splits or sub-divisions, stock share dividends or similar transactions with respect to the Registrable SecuritiesPrivate Placement Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If . (b) The Company shall use commercially reasonable efforts to register the Registrable Securities on Form F-3 or S-3, as the case may be, following the date such form is available for use by the Company for all of the Registrable Securities, provided that if at such time the Registration Statement is on Form F-1 or Form S-1, as the case may be, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-3 or S-3, as applicable, covering the Registrable Securities has been declared effective by the SEC. In the event the Company is not filed with the SEC eligible to file a Registration Statement on Form F-3 or prior to the Filing DeadlineS-3 at a time when Registrable Securities are covered under a Registration Statement on Form F-1 or S-1, the Company will make pro rata payments shall use commercially reasonable efforts to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by file such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect on Form F-3 or S-3 to the cover such Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, Securities as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinepromptly as possible.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than On or prior to thirty (30) calendar days after following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, or a Registration Statement on Form S-1 if Form S-3 the Company is not then available eligible to use Form S-3, subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2.1(c), covering for the resale of the Registrable Securities in pursuant to an amount at least equal offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Shareslimitations of Form S-3 (or such other form available to register for resale the Registrable Securities as a secondary offering), include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Warrant Shares Company shall (i) promptly inform each of the Participating Holders thereof and file amendments to the Placement Agent Warrant Shares. Such Shelf Registration Statement shall include as required by the plan of distribution attached hereto as Exhibit A. Such SEC and/or (ii) withdraw the Shelf Registration Statement also shall coverand file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or a Registration Statement on Form S-1 if the Company is not eligible to use Form S-3. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Purchase Agreement (applied, in the case that some Registrable Securities may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Registrable Securities held by such Holders). In the event the Company amends the Shelf Registration Statement or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by the 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 those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a penalty, statutory underwriter in an amount equal the Registration Statement unless in response to 1.5% a comment or request from the staff of the aggregate amount invested by SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Investor for each 30-day period or pro rata for any portion thereof following Holder will have an opportunity to withdraw from the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineStatement.

Registration Statements. (ia) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no No later than thirty (30) 90 calendar days after following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities. Subject to any comments of the staff of the SEC (the “Staff”), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution substantially in form and substance attached hereto as Exhibit A. B. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splitsshare splits or sub-divisions, stock share dividends or similar transactions with respect to the Registrable SecuritiesPrivate Placement Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If Such Registration Statement shall not include any Ordinary Shares or other securities for the account of any other holder. (b) The Company shall use commercially reasonable efforts to register the Registrable Securities on Form F-3 or S-3, as the case may be, following the date such form is available for use by the Company for all of the Registrable Securities, provided that if at such time the Registration Statement is on Form F-1 or Form S-1, as the case may be, the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-3 or S-3, as applicable, covering the Registrable Securities has been declared effective by the SEC. In the event the Company is not filed with the SEC eligible to file a Registration Statement on Form F-3 or prior to the Filing DeadlineS-3 at a time when Registrable Securities are covered under a Registration Statement on Form F-1 or S-1, the Company will make pro rata payments shall use commercially reasonable efforts to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by file such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect on Form F-3 or S-3 to the cover such Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, Securities as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinepromptly as possible.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “First Closing Date”) Date but no later than thirty (30) days after the First Closing Date (the “First Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, Conversion Shares issuable upon conversion of the Warrant Initial Shares and exercise of the Placement Agent Warrant SharesWarrants (the “Initial Registrable Securities”). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall be entitled to include shares of Common Stock issuable upon conversion of its outstanding Convertible Debentures and any payment-in-kind interest thereon. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to the First Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the First Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive sole monetary remedy for such eventsevents but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be made to each Investor in cash or cash. (ii) Promptly following the Second Closing Date but no later than thirty (30) days after the Second Closing Date (the “Second Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Conversion Shares issuable upon conversion of the Remaining Shares (the “Remaining Registrable Securities”). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act (including Rule 416), such indeterminate number of additional shares of Common StockStock resulting from stock splits, as determined stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall be entitled to include shares of Common Stock issuable upon conversion of its outstanding Convertible Debentures and any payment-in-kind interest thereon. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and one counsel designated by the Investors prior to its filing or other submission. If a Registration Statement covering the Remaining Registrable Securities is not filed with the SEC on or prior to the Second Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Second Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ sole monetary remedy for such events but shall not limit the Investors’ right to seek specific performance of the provisions hereof. Such payments shall be paid monthly within three (3) Business Days after the last day of made to each month following the Filing DeadlineInvestor in cash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities, subject to the Required Purchasers’ consent), covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, other than as a result of a failure of the Purchasers to comply with their obligations set forth in Section 5 hereof, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Purchaser pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. On or prior to the later of (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after following the Closing Date and (ii) five (5) Business Days following the filing of the Company’s audited financial statements for the year ended December 31, 2024 (the “Filing Deadline”), the Company shall prepare and file with the SEC one 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 as is then available to effect a registration for resale of the Registrable Securities), covering subject to the provisions of Section 2.1(c), for the resale of the Registrable Securities in pursuant to an amount at least equal offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Shareslimitations of Form S-3, include the Warrant Shares aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the Placement Agent Warrant SharesSEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). Such To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, filed pursuant to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends this Section 2.1(a) or similar transactions with respect to the for any other reason any Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided Securities are not then included in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities is not filed with as a secondary offering. In the SEC on event the Company amends the Shelf Registration Statement or prior to files a New Registration Statement, as the Filing Deadlinecase may be, under clauses (i) or (ii) above, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by the 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 those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a penalty, statutory underwriter in an amount equal the Registration Statement unless in response to 1.5% a comment or request from the staff of the aggregate amount invested by SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Investor for each 30-day period or pro rata for any portion thereof following Holder will have an opportunity to withdraw from the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineStatement.

Registration Statements. (i) Promptly following On or before the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC SEC, subject to Section 2(a)(ii) below, one Registration Statement 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 Registrable Securities)S-1, covering the resale of all of the Registrable Securities Securities. No Purchaser shall be named as an “underwriter” in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include without the plan of distribution attached hereto as Exhibit A. Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. Such Registration Statement, except for information provided by a Purchaser or any transferee of a Purchaser, 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 statement therein, in light of the circumstances under which they were made, not misleading. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the earlier to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Purchaser for each the first 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities and 1.5% of the aggregate amount invested by such Purchaser for each 30-day period thereafter or pro rata for any portion thereof for which no Registration Statement is filed with respect to the Registrable Securities; provided, that the maximum pro rata payments to the Purchasers shall not exceed 10.0% of the aggregate amount invested by such Purchaser. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchasers, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Such payments shall be in partial compensation to the Investors, and shall not constitute the InvestorsPurchasers’ exclusive monetary remedy for such events. Such payments , but shall be made not affect the right of the Purchasers to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlineseek injunctive relief.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Convertible Notes (the “Closing Date”) but no later than thirty ninety (3090) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-1 (or, if Form S-3 is not then available to the Company, or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale sale of the Registrable Securities on their issuance in an amount at least equal to the Shares, number of Shares that the Warrant Shares and Company may issue at the Placement Agent Warrant Sharescurrent conversion price of $7.00 per Share. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.00% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash cash. Notwithstanding the foregoing, such payments shall not constitute the Investor’s exclusive remedy. (ii) S-3 Qualification. Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or additional shares of Common StockAdditional Shares, as determined by each Investorapplicable, for resale, but in no event more than sixty (60) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinedeclared effective as promptly as practicable thereafter.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall shall, prior to its filing or other submission, be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC (“Investors’ Counsel”). If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. Not later than the first to occur of (i) Promptly the 30th day following the final closing Second Closing and (ii) the 15th day following termination of the purchase and sale of obligations to complete the securities contemplated by Second Closing in accordance with the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”)Purchase Agreement, the Company shall prepare and file with the SEC one 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 as is then available to effect a registration for resale of the Registrable Securities), S-1 covering the resale of all Registrable Securities; provided, however, in no event shall the Registrable Registration Statement be filed before the date which is five business days following the date on which the SEC declares effective that certain registration statement (the “Investor Registration Statement”) filed on behalf of the purchasers of the Company’s Common Stock and warrants to purchaser shares of its Common Stock pursuant to that certain Securities in an amount at least equal to Purchase Agreement dated as of April 14, 2004 by and among the Shares, the Warrant Shares Company and the Placement Agent Warrant Sharespurchasers party thereto. Such The Registration Statement shall include contain (except if otherwise required pursuant to written comments received from the plan SEC upon a review of distribution such Registration Statement) the “Plan of Distribution” attached hereto as Exhibit Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver “Selling Stockholders” and “Plan of those rights with respect to Distribution” sections of the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. If Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, but in no event more than 20 days after such date, the Company shall file a Registration Statement on Form S-3 covering the Registrable Securities is not filed with the SEC (or a post-effective amendment on or prior Form S-3 to the Filing Deadlinethen effective Registration Statement) and shall cause such Registration Statement to be declared effective as soon as possible thereafter, but in any event by the 90th day following the date on which the Company will make pro rata payments becomes eligible to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% utilize Form S-3 for the registration of the aggregate amount invested resale of its securities by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlineselling stockholders.

Registration Statements. 3.1.1 At any time after the date that is ninety (i90) Promptly days immediately following the final closing date the Common Stock is issued pursuant to the Subscription Agreement, Investor may request registration of the purchase Registrable Securities with the SEC, which request will specify the number of Registrable Securities intended to be offered and sale sold and the intended method of disposition of such Registrable Securities, provided that if such request is made with respect to less than all of the securities contemplated Registrable Securities then held by Investor, the Memorandum Company shall not be obligated to effect an Initial Registration Statement pursuant to this paragraph more than once within any ninety (90) day period. Such registration shall be on Form S-3 (the “Closing DateInitial Registration Statement”) (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) and the Company shall file the Initial Registration Statement as soon as reasonably practicable, but in no event later than thirty (30) days following receipt of such request. The Company shall effect the registration, qualifications and compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as practicable after the Closing Date filing thereof. The Company shall replace any Initial Registration Statement at or before expiration with a successor effective registration statement on Form S-3 (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) to the extent the Investor holds any Registrable Securities. In the event the SEC informs the Company that all of the Registrable Securities intended to be registered on such Initial Registration Statement cannot, as a result of the application of SEC Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform Investor or its transferees that are holders of Registrable Securities under this Agreement and that have agreed to the provisions of this Agreement (Investor and such other transferees, each a “Filing DeadlineHolder”), (b) use its reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (c) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of such Registrable Securities permitted to be registered by the SEC, on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall prepare and file be obligated to use reasonable efforts to advocate with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to for the Company, on such form registration of registration statement as is then available to effect a registration for resale all of the Registrable Securities), covering . In the resale of event the Registrable Securities in an amount at least equal to Company amends the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Initial Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment b) or supplement thereto, and each request for acceleration of effectiveness thereof(c) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its reasonable efforts to each Investorfile with the SEC, as liquidated damages promptly as allowed by the SEC, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). 3.1.2 At any time and not as a penalty, in an amount equal from time to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for time while any portion thereof following the Filing Deadline for which no Registration Statement is filed in effect, any Holder or group of Holders, as the case may be (each, in such case, a “Takedown Holder”) with respect Registrable Securities included on such Registration Statement may request to sell all or any portion of its Registrable Securities included thereon in a Public Offering, including an Underwritten Shelf Takedown, that is registered pursuant to such Registration Statement (a “Shelf Takedown”). Any requests for a Shelf Takedown pursuant to this Section 3.1.2 shall be made by giving prior written notice to the Company (a “Shelf Takedown Request”). The Shelf Takedown Request shall specify the approximate number of Registrable SecuritiesSecurities to be sold in the Shelf Takedown. Such payments Notwithstanding anything to the contrary set forth herein, the Company shall be in partial compensation obligated to the Investorseffect more than three Underwritten Shelf Takedowns, and shall not constitute be obligated to effect any Underwritten Shelf Takedown unless the Investors’ exclusive remedy anticipated gross proceeds of such underwritten offering is not less than three million dollars ($3,000,000) (unless the Holders are proposing to sell all of their remaining Registrable Securities). 3.1.3 Promptly upon receipt of a Shelf Takedown Request for any Underwritten Shelf Takedown, the Company shall give written notice of the requested Shelf Takedown (the “Shelf Takedown Offer Notice”) to all other Holders with Registrable Securities included on such events. Such payments Shelf Registration Statement and, subject to the provisions of Section 3.1.7 hereof, shall be made include in the Shelf Takedown all Registrable Securities with respect to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly which the Company has received written requests for inclusion therein within three (3) Business Days business days after the last date the Shelf Takedown Offer Notice is given. The request of any Holder (including any Takedown Holder) to participate in an Underwritten Shelf Takedown shall be binding on such Holder. The Company shall, as promptly as reasonably practicable (and in any event within ten (10) business days after the receipt of a Shelf Takedown Request), use reasonable efforts to facilitate such Shelf Takedown. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Takedown Offer Notice and shall not disclose or use the information contained in such Shelf Takedown Offer Notice without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, if such Shelf Takedown involves an Underwritten Public Offering, no Holder may participate in any Shelf Takedown unless such Holder agrees to sell their Registrable Securities to the underwriters (if any) selected as provided in Section 3.1.6 on the same terms and conditions as apply to the Takedown Holders. 3.1.4 Notwithstanding the foregoing, if any Takedown Holder(s) whose Registrable Securities are included in the Shelf Registration Statement wish to engage in a Block Sale, then notwithstanding the foregoing time periods, such Takedown Holder(s) shall notify the Company and the other Holders of the Block Sale two (2) full business days prior to the date such offering is to commence, and such other Holders must elect whether or not to participate by the next business day (i.e., one (1) business day prior to the date such offering is to commence), and the Company shall as promptly as reasonably practicable use reasonable efforts to facilitate such offering (which may close as early as two (2) business days after the date it commences). 3.1.5 The Company may, upon giving prompt written notice of such action to the Holders of Registrable Securities registered (or proposed to be registered) thereunder, defer or suspend the continued use of a Registration Statement (a “Shelf Suspension”) for a period of up to ninety (90) days if (A) the Board determines in good faith that the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed or planned material financing, material acquisition, corporate reorganization, offer or sale of securities or other similar material transaction involving the Company or any of its subsidiaries, or (B) (i) upon advice of counsel for the Company, the sale of Registrable Securities pursuant to the Shelf Takedown Request would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (ii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such non-public material information would have a material adverse effect on the Company or the Company’s ability to consummate such transaction. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above; provided, that the Company may defer or suspend the continued use of a particular Registration Statement pursuant to this Section 3.1.5 no more than twice in any twelve (12) month period, and for no more than ninety (90) days in the aggregate during any twelve (12) month period. The Company shall promptly notify the Holders of Registrable Securities registered (or proposed to be registered) pursuant to the applicable Registration Statement in writing upon the termination of any Shelf Suspension, and shall, as promptly as reasonably practicable, amend or supplement any applicable prospectus, if necessary, so it does not contain any untrue statement or omission. 3.1.6 In connection with any Underwritten Public Offering conducted pursuant to this Section 3.1, the Holders of a majority of the Registrable Securities to be included in such offering shall have the right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. 3.1.7 If the managing underwriters of a proposed Underwritten Shelf Takedown advise the Company in writing that in their opinion the number of securities requested to be included in such Underwritten Shelf Takedown creates a substantial risk that the price per share of securities offered thereby will be reduced, the Company will include in such Underwritten Shelf Takedown all registrable securities requested to be sold by Holders which, in the opinion of the managing underwriters, can be sold without having the adverse effect described above (allocated, if necessary, on a pro rata basis based on the total number of Registrable Securities held by such Holders). 3.1.8 All Registration Expenses incurred in connection with any registration, qualification, exemption or compliance pursuant to Section 3.1 shall be borne by the Company. All Selling Expenses relating to the sale of securities registered by or on behalf of each month following Holder shall be borne by such Holder on the Filing Deadlinebasis of the number of securities so registered.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), If at any time the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available proposes to the Company, on such form register for its own account any of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable its Common Stock under the 1933 Act by registration on any form other than Form S-4 or S-8 (even if other stockholders will participate in such registration), it shall each such time give written notice to the Warrantholder of its intention to do so at least 10 Business Days prior to the initial filing of a registration statement or statements or similar documents (the “Registration Statement”) for such registration. Upon the written request of the Warrantholder, made within 5 Business Days after the receipt of any such notice (which request shall specify the Warrant Shares intended to be disposed of by the Warrantholder and the rules promulgated thereunder (including Rule 416intended method of disposition), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now effect the registration under the 1933 Act of all the Warrant Shares that the Company has piggyback registration rights a waiver of those rights with respect been so requested to register by the Warrantholder to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration extent required to permit the disposition of effectiveness thereof) shall be provided such Warrant Shares in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering intended methods of disposition thereof described as aforesaid; provided, however, that, in the Registrable Securities is not filed with the SEC on or case of an underwritten offering, prior to the Filing Deadlineeffective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which the Warrantholder shall have indicated to be acceptable to the Warrantholder, the Company will make pro rata payments shall so advise the Warrantholder of such price, and the Warrantholder shall then have the right to each Investorwithdraw its request to have its Warrant Shares included in such registration statement; provided further, as liquidated damages that if, at any time after giving written notice of its intention to register any securities and not as a penalty, in an amount equal prior to 1.5% the effective date of the aggregate amount invested by registration statement filed in connection with such Investor for each 30-day period or pro rata registration, the Company shall determine for any portion thereof following reason not to register or to delay registration of such securities, the Filing Deadline for which no Registration Statement is filed with respect Company may, at its election, give written notice of such determination to the Registrable Securities. Such payments Warrantholder and the Company shall be relieved of its obligation to register any Warrant Shares in partial compensation connection with such registration (but not from any obligation of the Company to pay the Investors, and registration expenses in connection therewith). The obligations of the Company to effect a registration pursuant to this Section 8.1 shall not constitute continue until all of the Investors’ exclusive remedy for such events. Such payments shall Warrant Shares have been sold or could immediately be made sold pursuant to each Investor in cash or additional shares of Common Stock, as determined Rule 144(k) promulgated by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineCommission.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a such Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorInvestor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1.51% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor then holding Registrable Securities in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full. (ii) So long as Registrable Securities remain outstanding, promptly following the Filing date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. So long as Registrable Securities remain outstanding, if a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount invested by such Investor for the Registrable Securities then held by such Investor for each 30-day period or pro rata for any portion thereof following the Qualification Deadline for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor then holding Registrable Securities in cash no later than three (3) Business Days after the end of each 30-day period. Interest shall accrue at the rate of 1% per month on any such liquidated damages payments that shall not be paid by the end of each 30-day period until such amount is paid in full. Notwithstanding the foregoing, the Company and the Investors agree that the Company will not be liable for any liquidated damages under this Section 2(a)(ii) with respect to any Common Warrant Shares prior to their issuance.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on On or prior to the Filing Deadline, the Company will make pro rata payments shall use commercially reasonable efforts to each Investorprepare and file with the SEC a Registration Statement on Form S-3, as liquidated damages and not as subject to the provisions of Section 2.1(d), for the resale of all of the Registrable Securities pursuant to an offering to be made on a penalty, in an amount equal continuous basis pursuant to 1.5% of Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall include the aggregate amount invested of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall (i) inform each of the Participating Holders thereof and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the SEC, and/or (ii) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Investor for each 30-day period or pro rata for any portion thereof following Holders. In the Filing Deadline for which no event the Company amends the Shelf Registration Statement is filed or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with respect the SEC, as promptly as allowed by the 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 those Registrable Securities. Such payments shall be in partial compensation to Securities that were not registered for resale on the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common StockShelf Registration Statement, as determined by each Investoramended, and or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be paid monthly within three (3) Business Days after identified as a statutory underwriter in the last day Registration Statement unless in response to a comment or request from the staff of each month following the Filing DeadlineSEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the Registration Statement.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty fifteen (3015) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities; provided, however, such damages shall cease to accrue on the 180th day following the Closing Date. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three no later than two (32) Business Days after the last first day of each month following 30-day period (in other words, the Filing DeadlineCompany will pay to each Investor, in advance, the full amount of damages due and owing for such 30-day period).

Registration Statements. (ia) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) following, but no later than thirty ten (3010) days after after, the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416416 of the Securities Act), such indeterminate number of additional shares of Class A Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement may include any number of shares of Class A Common Stock or other securities for the account of any other holder of shares of Class A Common Stock possessing registration rights, without the prior written consent of the Investor. (b) The Registration Statement referred to in Section 2.1(a) shall be on Form S-3 and, if the Company is a well-known seasoned issuer (“WKSI”) as of the filing date, the Registration Statement shall consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e) of the Securities Act. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or such other form of registration statement as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date upon which the Company becomes eligible to use a Form S-3 to register the Registrable Securities for resale (the “Qualification Date”), but in no event more than ten (10) business days after the Qualification Date (the “Qualification Deadline”), the Company shall file a Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a Form S--1) (a “Shelf Registration Statement”); provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities has been declared effective by the SEC. (c) If at any time following the filing of a Shelf Registration Statement when the Company is required to re-evaluate its Form S-3 eligibility or WKSI status, the Company determines that it is not eligible to register the Registrable Securities on Form S-3 or is not a WKSI, the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to (i) as promptly as possible but in no event more than ten (10) business days after such determination: (A) if the Shelf Registration Statement is an Automatic Shelf Registration Statement. The , post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement on Form S-3, or (and each B) if the Company is not eligible at such time to file a Shelf Registration Statement on Form S-3, post-effectively amend the Shelf Registration Statement to a Shelf Registration Statement on Form S-1 or file a new Shelf Registration Statement on Form S-1; (ii) have such post-effective amendment or supplement thereto, Shelf Registration Statement declared effective by the SEC; and each request for acceleration of effectiveness thereof(iii) shall keep such Shelf Registration Statement effective during the period during which such Shelf Registration Statement is required to be provided kept effective in accordance with Section 3(cthis Agreement. (d) Subject to the Company receiving the Stockholder Approval at the 2025 Annual Meeting, the Company shall prepare and file a supplemental listing application with the New York Stock Exchange (“NYSE”) (or such other national securities exchange on which the Class A Common Stock is then listed and traded) to list the Investors and their counsel prior to its filing or other submission. If Shares covered by a Registration Statement covering and shall use commercially reasonable efforts to have such Shares approved for listing on the Registrable Securities NYSE (or such other national securities exchange on which the Class A Common Stock is then listed and traded) by the effective date of such Registration Statement. (e) The Investor shall not filed in connection with the SEC foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on or prior the ability to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to transfer the Registrable Securities. Such payments shall be , except the restrictions on transfer set forth in partial compensation Section 2.12 below or otherwise pursuant to the Investors, and shall not constitute requirements of the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSecurities Act.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but By no later than thirty (April 30) days after the Closing Date , 2022 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “"Closing Date”") but no later than thirty sixty (3060) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if Form S-3 is not then available to the Company, or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash or in registered Common Stock valued at the original purchase price as adjusted for any stock splits and the like. Liquidated damages payable by the Company pursuant to this provision shall be payable on the first (1st) business day of each thirty (30) day period following the event date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. (ii) Upon the written demand of any Investor and upon any change in the Warrant Price (as defined in the Warrant) such that additional shares of Common StockStock become issuable upon the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-21 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or on such form of registration statement as determined is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within ten (10) Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be paid monthly within three made to each Investor in cash or in registered Common Stock valued at the original purchase price as adjusted for any stock splits and the like, in the Company's discretion. Liquidated damages payable by the Company pursuant to this provision shall be payable on the first (31st) Business Days after the last business day of each month thirty (30) day period following the Filing event date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares. (iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ten (10) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash or in registered Common Stock valued at the original purchase price as adjusted for any stock splits and the like, in the Company's discretion. Liquidated damages payable by the Company pursuant to this provision shall be payable on the first (1st) business day of each thirty (30) day period following the event date. Notwithstanding anything to the contrary contained herein, in no event shall any liquidated damages be payable with respect to the Warrants or the Warrant Shares.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities)S-1, covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Purchasers. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Purchaser for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month 30-day period. (ii) S-3 Qualification. Promptly following the Filing date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Purchaser pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Purchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each Purchaser in cash no later than three (3) Business Days after the end of each 30-day period.

Registration Statements. (i) Promptly following Upon the final closing Company’s receipt of a written registration request from the purchase and sale of the securities contemplated Required Investors, which demand may be delivered by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”)Required Investors on any date following March 31, 2026, the Company shall as promptly as reasonably practicable prepare and file with the SEC and cause to be effective one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto distribution, substantially in the form and substance provided by the Investors; provided that no Investor shall be named as Exhibit A. an “underwriter” in such Registration Statement without such Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors. The Company shall register the Registrable Securities on Form S-3 if such form is available for use its reasonable best efforts to obtain from each person who now has piggyback by the Company. In the event that Form S-3 is not available for the registration rights a waiver of those rights with respect the resale of the Registrable Securities, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Registration Statement. The Registration Statement Company and (and each amendment or supplement theretoii) so long as Registrable Securities remain held by the Investors, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) promptly following the date on which the Company becomes eligible to the Investors and their counsel prior to its filing or other submission. If use Form S-3, file a Registration Statement registration statement on Form S-3 covering the Registrable Securities is not filed (or a post-effective amendment on Form S-3 to a registration statement on Form S-1), and cause such registration statement to be declared effective as promptly as practicable thereafter, provided the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 (or post-effective amendment) covering the Registrable Securities has been declared effective by the SEC. The Company will pay all expenses associated with the SEC on or prior to the Filing DeadlineRegistration Statement, including filing and printing fees, the Company will make pro rata payments to each InvestorCompany’s counsel and accounting fees and expenses, as liquidated damages costs associated with clearing the Registrable Securities for sale under applicable state securities laws and not as a penaltylisting fees, in an amount equal to 1.5% but excluding discounts, commissions, fees of the aggregate amount invested by such Investor for each 30-day period underwriters, selling brokers, dealer managers or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed similar securities industry professionals with respect to the Registrable SecuritiesSecurities being sold. Such payments shall be Except as provided in partial compensation to Section 4 hereof, the Investors, and Company shall not constitute the Investors’ exclusive remedy be responsible for such events. Such payments shall be made to each legal fees incurred by any Investor in cash or additional shares connection with the performance of Common Stock, as determined by each Investor, its rights and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlineobligations under this Agreement.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, sum of the Warrant number of Shares and plus the Placement Agent Warrant Sharesnumber of shares of Common Stock necessary to permit the exercise in full of the Warrants issued on the Closing Date. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “"Closing Date”") but no later than thirty thirty-five (3035) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form S-1, S-2 or S-3 (or, if Form S-3 is such Forms are not then available to the CompanyCo▇▇▇▇▇, on ▇n such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors' consent not to be unreasonably withheld), covering the resale of the Registrable Securities in an amount at least equal to the Sharesnumber of Shares plus the number of shares of Common Stock necessary to permit the exercise in full of the Warrants. Subject to SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit EXHIBIT A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights (other than Petra Mezzanine Fund, L.P.) a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.25% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly following the final closing of Closing Date (as defined in the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”Purchase Agreement) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 F-3 (or, if Form S-3 F-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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant SharesSecurities. Such Registration Statement shall include the a plan of distribution substantially in the form attached hereto as Exhibit A. A (subject to any comments thereon by the SEC). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors SuperCom and their its counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to by the Filing Deadline, the Company will make pro rata payments to each InvestorSuperCom, as liquidated damages and not as a penalty, in an amount equal to 1.50.75% of the fair market value of the aggregate amount invested consideration received by SuperCom pursuant to the Purchase Agreement (calculated based on the average closing price of the Ordinary Share traded on Nasdaq Global Market during the ten (10) trading days prior to the date of the Purchase Agreement) of such Investor Registrable Securities released from the lock-up undertaking pursuant to the Lock-Up Agreement at such time (and in the event such number changes during the period, the weighted-average number of such Registrable Securities, during the applicable period) (“Liquidated Damages”)) for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments Securities payable within 3 Business Days after the end of such successive 30-day period (or portion thereof); provided, however, that in no event shall be such Liquidated Damages in partial compensation the aggregate exceed 10% of such aggregate consideration received by SuperCom pursuant to the Investors, and shall not constitute the Investors’ exclusive remedy for such eventsPurchase Agreement. Such payments shall be made to each Investor SuperCom in cash cash. In recognition of the difficulty of determining SuperCom’s damages or additional shares loss as a result of Common Stockthe Registration Statement not being filed within the time periods described above, as determined by each Investor, it is hereby agreed that the foregoing amount of Liquidated Damages is deemed to represent a reasonable estimate of SuperCom’s damages and shall be paid monthly within three (3) Business Days after the last day sole monetary remedy of each month following SuperCom in this regard, but shall not affect the Filing Deadlineright of SuperCom to seek injunctive relief.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities Common Stock contemplated by the Memorandum Purchase Agreement (the “"Closing Date”") (but no later than thirty (30) days after the Closing Date (the “Filing Deadline”Date), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities, subject to the Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Sharesnumber of shares of Common Stock issued to the Investors on the Closing Date plus the number of shares of Common Stock necessary to permit the exercise in full of the Penalty Warrants outstanding or issuable on the date of filing. At the time the Registration Statement is declared effective, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan all shares of distribution attached hereto as Exhibit A. Common Stock exercisable under all Penalty Warrants outstanding or issuable at such time, if any. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. No securities held by a third party shall be included in such Registration Statement without the consent of each Investor. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) hereof to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% within thirty (30) days of the aggregate amount invested by such Investor Closing Date (the "Registration Date"), except as excused pursuant to Section 2(d) below, for each 30-day period (or pro rata for any portion thereof thereof) following the Filing Deadline for Registration Date during which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be , the Company will issue Penalty Warrants as set forth in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor SECTION 8 below in cash or additional shares respect of Common Stock, as determined any Primary Shares still held by each Investor; provided, and however, that no Penalty Warrants shall be paid monthly within three (3) Business Days after issuable to any Investor who no longer holds Registrable Securities at the last day of each month following the Filing Deadlinetime any Penalty Warrants are to be issued.

Registration Statements. (ia) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) following, but no later than thirty ten (3010) days after after, the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416416 of the Securities Act), such indeterminate number of additional shares of Class A Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement may include any number of shares of Class A Common Stock or other securities for the account of any other holder of shares of Class A Common Stock possessing registration rights, without the prior written consent of the Investors. (b) The Registration Statement referred to in Section 2.1(a) shall be on Form S-3 and, if the Company is a well-known seasoned issuer (“WKSI”) as of the filing date, the Registration Statement shall consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e) of the Securities Act. In the event that Form S- 3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or such other form of registration statement as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date upon which the Company becomes eligible to use a Form S-3 to register the Registrable Securities for resale (the “Qualification Date”), but in no event more than ten (10) business days after the Qualification Date (the “Qualification Deadline”), the Company shall file a Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a Form S-1) (a “Shelf Registration Statement”); provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities has been declared effective by the SEC. (c) If at any time following the filing of a Shelf Registration Statement when the Company is required to re-evaluate its Form S-3 eligibility or WKSI status, the Company determines that it is not eligible to register the Registrable Securities on Form S-3 or is not a WKSI, the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to (i) as promptly as possible but in no event more than ten (10) business days after such determination: (A) if the Shelf Registration Statement is an Automatic Shelf Registration Statement. The , post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement on Form S-3, or (and each B) if the Company is not eligible at such time to file a Shelf Registration Statement on Form S-3, post-effectively amend the Shelf Registration Statement to a Shelf Registration Statement on Form S-1 or file a new Shelf Registration Statement on Form S-1; (ii) have such post-effective amendment or supplement thereto, Shelf Registration Statement declared effective by the SEC; and each request for acceleration of effectiveness thereof(iii) shall keep such Shelf Registration Statement effective during the period during which such Shelf Registration Statement is required to be provided kept effective in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinethis Agreement.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Agent Securities Purchase Agreement and the Securities Purchase Agreements (the “"Closing Date”") but no later than thirty forty-five (3045) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities, subject to the Purchasers' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, number of Shares plus the Warrant Common Shares and necessary to permit the Placement Agent Warrant Sharesexercise in full of the Low's Warrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Shares resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor the Pequot Purchasers for each 30-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the InvestorsPurchasers, and shall not constitute the Investors’ Purchasers' exclusive remedy for such events. Such payments shall be made to each Investor Purchaser in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Filing Deadlinesuch 30-day period.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”), but in no event after (x) but no the later than thirty of fifteen (3015) days after following the Closing Date Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2003, or (y) March 31, 2004 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 S-2 (or, if Form S-3 S-2 is not then available to the Company, on such form of registration statement Registration Statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Holders’ consent), covering the resale of all of the Registrable Securities in an amount at least equal without regard to any limitation on the Shares, exercise of the Warrant Shares and Warrants or the Placement Agent Warrant SharesWarrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel Placement Agent Counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorHolder, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor Holder (for purposes of this Agreement, the Placement Agent shall be deemed to have invested an amount equal to ten percent (10%) of the aggregate purchase price of the Shares sold in the Private Placement, and for all other Holders, the amount invested by a Holder shall include the purchase price of the Common Stock acquired by such Holder and shall exclude any amount attributable to the Warrants acquired by such Holder in the Private Placement) for each 3010-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the InvestorsHolders, and shall not constitute the InvestorsHolders’ exclusive remedy for such events. Such payments shall be made to each Investor Holder in cash or additional shares cash. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of Common Stock, as determined by each Investorthe United States, and amounts payable as liquidated damages shall be paid monthly within three two (32) Business Days after of the last day of each month following such 10-day period during which the Filing DeadlineRegistration Statement should have been filed for which no Registration Statement was filed with respect to the Registrable Securities.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty sixty (3060) days after an S-1 Registration Statement covering the Company’s registration obligations with respect to Company securities sold in 2008 and 2009 is declared effective by the SEC (the “S- 1 Registration Statement”) or, within 60 days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty ninety (3090) calendar days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of all of the Registrable Securities in an amount at least equal which, for the avoidance of doubt, may also register the sale or issuance of primary securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto distribution, substantially in the form and substance, set forth in Part III of each Purchaser’s Selling Stockholder Notice and Questionnaire; provided, however, that no Purchaser shall be named as Exhibit A. an “underwriter” in such Registration Statement without such Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Purchasers. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Purchasers prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “"Closing Date”") but no later than thirty sixty (3060) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 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 Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Conversion Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement; provided, however, that the Company shall have the right to include in such Registration Statement shares of Common Stock owned by the Persons set forth in Exhibit B (the "Other Investors") or which such Persons have the right to acquire pursuant to the exercise, conversion or exchange of securities of the Company held on the date hereof (collectively, the "Other Securities"). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive remedy for such events. Such payments shall be made to each Investor in cash cash. (ii) Additional Registrable Securities. Upon the written demand of any Investor and upon any change in the Conversion Price (as defined in the Shares) or the Warrant Price (as defined in the Warrant) such that additional shares of Common StockStock become issuable upon the conversion of the Shares or the exercise of the Warrants, the Company shall prepare and file with the SEC one or more Registration Statements on Form SB-2 or amend the Registration Statement filed pursuant to clause (i) above, if such Registration Statement has not previously been declared effective (or, if Form SB-2 is not then available to the Company, on such form of registration statement as determined is then available to effect a registration for resale of such additional shares of Common Stock (the "Additional Shares"), subject to the Required Investors' consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to such Registration Statement; provided, however, that Company shall have the right to include in such Registration Statement the Other Securities of the Other Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the SEC within five Business Days of the request of any Investor or upon the occurrence of any of the events specified in this Section 2(a)(ii), the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be paid monthly within three made to each Investor in cash. (3iii) Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities or Additional Shares, as applicable, for resale, but in no event more than ten (10) Business Days after the last Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities or Additional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form SB-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day of each month period or pro rata for any portion thereof following the Filing DeadlineQualification Deadline for which no such Shelf Registration Statement is filed with respect to the Registrable Securities or Additional Shares, as applicable. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors' exclusive remedy for such events. Such payments shall be made to each Investor in cash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant SharesSecurities. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities; provided, however, that the Filing Deadline shall be extended and no fee shall accrue prior to the expiration of such extension (the “Extension”) if and to the extent that the Registration Statement is not filed timely through no fault of the Company (i) at the request of the Required Investors or (ii) if the Required Investors have not so requested and any Investor is in material breach of its obligations hereunder, provided that such Extension and non-accrual of fee shall apply only with respect to such breaching Investor and the Company shall otherwise be obligated to perform its registration obligations with respect to all non-breaching Investors by the Filing Deadline or to pay such liquidated damages to such non-breaching investors in accordance with the foregoing and; provided, further, that in no event shall the Company be obligated to pay such liquidated damages to more than one Investor in respect of the same Registrable Securities for the same period of time. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly No later than the thirtieth (30th) day immediately following the final closing date that any of the purchase and sale Warrants (other than the Springing Warrants (as defined in the Warrant Agreement)) are issued pursuant to the Issuance Agreements, including the date that any of the securities contemplated by Warrants are initially issued pursuant to the Memorandum (Issuance Agreements and any date on which any of the “Closing Date”) but no later than thirty (30) days Warrants are subsequently issued pursuant to the terms of the Warrant Agreement and the Issuance Agreements after the Closing Date (the “Filing Deadline”)such initial issuance date, the Company shall prepare and file with the SEC one Registration Statement on Form S-3 or its successor form or an amendment to an existing Registration Statement on Form S-3 or its successor form (or, if the Company is ineligible to use Form S-3 is not then available S-3, a Registration Statement on Form S-1 or an amendment to the Company, an existing Form S-1) for an offering to be made on such form of registration statement as is then available a continuous basis pursuant to effect a registration for resale Rule 415 of the Registrable Securities), covering 1933 Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Lenders of all of the Registrable Securities in then held by such Lenders that are not covered by an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shareseffective Registration Statement. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Registrable Securities resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company has obtained a waiver from each person who has piggyback registration rights with respect to the registration of such Registrable Securities or any offering thereunder (which waiver has been provided to Counsel). The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(d) to the Lenders and Counsel (as defined below) prior to its filing or other submission. Notwithstanding any other provision of this Section 2(a), if the SEC Staff does not permit all of the Registrable Securities to be registered on the Registration Statement filed pursuant to this Section 2(a)(i) or Section 2(a)(ii) or requires any Lender to be named as an “underwriter”, then the Company shall use its reasonable best efforts to persuade the SEC Staff that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Lenders is an “underwriter” or that the number of shares the Company is eligible to register on the Registration Statement should not be so limited. Notwithstanding the Lender’s rights set forth in this Section 2(a)(i), in connection with the filing of any Registration Statement that registers any Registrable Securities to be issued with respect to the Springing Warrants to which any Original Warrant Party (as defined in the Warrant Agreement) has a right, (A) the Company shall not be obligated to file more than (x) three (3) such Registration Statements during any calendar year or (y) nine (9) such Registration Statements pursuant to this Section 2(a)(i), (B) such Registration Statement shall not include the registration of an aggregate number of less than 50,000 Registrable Securities (after giving effect to stock splits and other equitable adjustments from time to time) and (C) each Lender shall be limited to making one written demand for the filing of such a Registration Statement in any calendar year (for purposes of clarity, any written demand of one Lender shall count as a written demand for all Affiliated Funds of any such Lender; provided, however, that such Affiliated Funds are neither obligated to nor otherwise restricted from participating in such registration). In the event that the Company will be filing a Registration Statement that registers any Registrable Securities with respect to the Springing Warrants to which any Original Warrant Party has a right, the Company shall promptly furnish the other Lenders (including any other Original Warrant Party having rights to Springing Warrants or the Registrable Securities underlying such Springing Warrants) with not less than ten (10) days’ written notice prior to the proposed date of the filing of such Registration Statement. If such other Lenders (including any other Original Warrant Party having rights to Springing Warrants or the Registrable Securities underlying such Springing Warrants) decide to include any Registrable Securities to which they have a right on such Registration Statement, such other Lenders (including any other Original Warrant Party having rights to Springing Warrants or the Registrable Securities underlying such Springing Warrants) shall give written notice to the Company within ten (10) days of the receipt of the Company’s notice and the Company shall include such Registrable Securities for registration in such Registration Statement. (ii) No later than the thirtieth (30th) day immediately following the written demand of any of the Lenders, the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend the Registration Statement filed pursuant to clause (a)(i) above, if such Registration Statement has not previously been declared effective (or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1) for an offering to be made on a continuous basis pursuant to Rule 415 of the 1933 Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Lenders of all or a portion of the Registrable Securities then held by such Lenders or which such Lenders are entitled to pursuant to the Issuance Agreements and the Warrants that are not covered by an effective Registration Statement to effect a registration for resale of such additional Registrable Securities not covered by an effective resale registration statement, including any additional Registrable Securities that become issuable upon the exercise of the Warrants pursuant to the terms of the Warrants (the “Additional Registrable Securities”). Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights with respect to the registration of such Additional Registrable Securities a waiver of those rights with respect to the such Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c3(d) to the Investors Lenders and their counsel Counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) ), but in no later than thirty (30) days event after the Closing Date May 14, 2004 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities)S-1, covering the resale of all of the Registrable Securities in an amount at least equal without regard to any limitation on the Shares, exercise of the Warrant Shares and Investor Warrants or the Placement Agent Warrant SharesWarrants. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person (other than ▇▇▇▇▇▇ ▇▇▇▇▇ and Elan Corporation, plc) who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Holders and their counsel Placement Agent Counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorHolder, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Holder (for purposes of this Agreement, the Placement Agent shall be deemed to have invested an amount equal to ten percent (10%) of the aggregate purchase price of the Shares sold in the Private Placement, and for all other Holders, the amount invested by a Holder shall include the purchase price of the Common Stock acquired by such Holder and shall exclude any amount attributable to the Investor Warrants acquired by such Holder in the Private Placement) for each 3010-day period or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the InvestorsHolders, and shall not constitute the InvestorsHolders’ exclusive remedy for such events. Such payments shall be made to each Investor Holder in cash or additional shares cash. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of Common Stock, as determined by each Investorthe United States, and amounts payable as liquidated damages shall be paid monthly within three two (32) Business Days after of the last day of each month following such 10-day period during which the Filing DeadlineRegistration Statement should have been filed for which no Registration Statement was filed with respect to the Registrable Securities.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution distribution, substantially in the form and substance attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder of securities of the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver without the prior written consent of those rights with respect to the Registration StatementRequired Investors (other than as may be required under that certain Investor Agreement, dated as of October 22, 2022, by and between the Company and Ultragenyx Pharmaceutical Inc.). The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than forty-five (45) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly The Company shall use commercially reasonable efforts to prepare and file with the SEC, as soon as practicable following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but in no event later than thirty the ninetieth (3090th) days after calendar day following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one 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 as is then available to effect a registration for resale of the Registrable Securities), covering ) for the resale of the Registrable Securities in pursuant to an amount at least equal offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Shareslimitations of Form S-3, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan aggregate amount of distribution Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Exhibit Annex A. Such To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement also filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Company shall cover, (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the extent allowable under Shelf Registration Statement as required by the 1933 Act SEC and/or (ii) withdraw the Shelf Registration Statement and the rules promulgated thereunder file a new registration statement (including Rule 416a “New Registration Statement”), such indeterminate in either case covering the maximum number of additional shares of Common Stock resulting from stock splitsRegistrable Securities permitted to be registered by the SEC, stock dividends on Form S-3 or similar transactions with respect such other form available to register for resale the Registrable Securities. The Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable best efforts to obtain from each person who now has piggyback advocate with the SEC for the registration rights a waiver of those rights with respect to all of the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided Registrable Securities in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing DeadlineGuidance, including without limitation, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% Manual of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.Publicly Available Telephone Interpretations D.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty seventy-five (3075) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than seventy-five (75) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty forty-five (3045) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement without the Purchaser’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights Common Stock or other securities for the account of any other holder without the prior written consent of the Required Purchasers except with respect to security holders of the Registration StatementCompany that possess registration rights granted by the Company prior to the date hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested by such Investor Purchaser for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. The filing of the Registration Statement shall terminate the existence of any event giving rise to the payment of liquidated damages pursuant to the foregoing sentence. Such payments shall be in partial compensation to the Investors, and shall not constitute the InvestorsPurchasers’ exclusive monetary remedy for such events, but shall not affect the right of the Purchasers to seek injunctive relief. Such payments shall be made to each Investor Purchaser in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three no later than ten (310) Business Days days after the last day end of each month following the Filing Deadline30-day period.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (April 30) days after the Closing Date , 2006 (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if Form S-3 is not then available to the Company, or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Conversion Shares and the Placement Agent Warrant Shares. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each the ▇▇▇▇▇▇▇ Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such the ▇▇▇▇▇▇▇ Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the ▇▇▇▇▇▇▇ Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each the ▇▇▇▇▇▇▇ Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than On or prior to thirty (30) calendar days after following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-1 or a Registration Statement on Form S-3 (orif the Company is eligible to use Form S-3, if Form S-3 is not then available subject to the Company, on such form provisions of registration statement as is then available to effect a registration for resale of the Registrable SecuritiesSection 2.1(c), covering for the resale of the Registrable Securities in pursuant to an amount at least equal offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Shelf Registration Statement”). Such Shelf Registration Statement shall, subject to the Shareslimitations of Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering), include the aggregate amount of Registrable Securities to be registered therein and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of such Shelf Registration Statement) the “Plan of Distribution” substantially in the form of Annex A (which may be modified to respond to comments, if any, provided by the SEC). To the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Shelf Registration Statement filed pursuant to this Section 2.1(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, the Warrant Shares Company shall (i) promptly inform each of the Participating Holders thereof and file amendments to the Placement Agent Warrant Shares. Such Shelf Registration Statement shall include as required by the plan of distribution attached hereto as Exhibit A. Such SEC and/or (ii) withdraw the Shelf Registration Statement also shall coverand file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or a Registration Statement on Form S-3 if the Company is eligible to use Form S-3. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities acquired pursuant to the Purchase Agreement (applied, in the case that some Registrable Securities may be registered, to the extent allowable under Holders on a pro rata basis based on the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate total number of additional shares unregistered Registrable Securities held by such Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Common Stock resulting from stock splits, stock dividends Registrable Securities held by such Holders). In the event the Company amends the Shelf Registration Statement or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights files a waiver of those rights with respect to the New Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment i) or supplement thereto, and each request for acceleration of effectiveness thereof(ii) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its commercially reasonable efforts to each Investorfile with the SEC, as liquidated damages and promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statement”). In no event shall any Participating Holder be identified as a penalty, statutory underwriter in an amount equal the Registration Statement unless in response to 1.5% a comment or request from the staff of the aggregate amount invested by SEC or another regulatory agency; provided, however, that if the SEC requests that a Participating Holder be identified as a statutory underwriter in the Registration Statement, such Investor for each 30-day period or pro rata for any portion thereof following Holder will have an opportunity to withdraw from the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineStatement.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no No later than thirty (30) days after from the Closing Date date of this Agreement (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement (the “Initial Registration Statement”) covering the resale of all of the Registrable Securities on a continuous basis pursuant to Rule 415 of the Securities Act. The Initial Registration Statement filed hereunder shall be on Form S-3 (orS-3; provided, that if Form S-3 is not then available to for the Company, on such form registration of registration statement as is then available to effect a registration for the resale of Registrable Securities hereunder, the Registrable Securities), covering Company shall (x) register the resale of the Registrable Securities on another appropriate form and (y) undertake to register the resale of 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 staff of the SEC. No Purchaser shall be named as an amount at least equal to “underwriter” in the Shares, the Warrant Shares and the Placement Agent Warrant SharesInitial Registration Statement without such Purchaser’s prior written consent. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Initial Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Initial Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other Person (including the Company) without the prior written consent of the Required Purchasers. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Purchasers and their counsel prior to its filing or other submission. If a (i) the Initial Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, or (ii) prior to the effective date of the Initial Registration Statement, the Company shall fail to file any pre-effective amendment to the Initial Registration Statement required to be filed by the SEC or otherwise respond to comments from the SEC within 15 days from the date of receipt of such comments (a “Response Failure”), the Company will make pro rata payments to each InvestorPurchaser, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested Purchase Price paid by such Investor Purchaser for its Preferred Stock on the Closing Date pursuant to the Purchase Agreement (such amount, with respect to each Purchaser, the “Investment Amount”) for the first 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Initial Registration Statement is filed with respect to the Registrable Securities, or following a Response Failure, as the case may be, and 1.5% of such Purchaser’s Investment Amount for each 30-day period thereafter or pro rata for any portion thereof for which no Initial Registration Statement is filed with respect to the Registrable Securities, or following a Response Failure, as the case may be; provided, that the maximum payments to any Purchaser pursuant to this Section 2(a)(i) shall not exceed 12.0% of such Purchaser’s Investment Amount. Such payments shall be in partial compensation to the Investors, and shall not constitute the InvestorsPurchasers’ exclusive monetary remedy for such events. Such payments , but shall be made not affect the right of the Purchasers to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlineseek injunctive relief.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal Securities. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Filing Deadlinesuch 30-day period.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities)S-1, covering the resale of the Registrable Securities in an amount at least equal Securities, other than the Reset Issuance Shares; provided, that, such Registration Statement need not cover the Delayed Issuance Shares if the Company determines (upon advice of counsel), or is advised by the SEC, that the Delayed Issuance Shares may not be covered thereby. Subject to the Sharesany SEC comments, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor (other than the Placement Agent or any Affiliate or transferee of the Placement Agent) shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each month following the Filing Deadline30-day period.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “"Closing Date”") but no later than thirty (30) days after the Closing Date (the “"Filing Deadline”"), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 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 Registrable Securities, subject to the Required Investors' consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit EXHIBIT A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder, other than the MDB Warrant Shares and the Other Shares, without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ ' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash cash. (ii) S-3 QUALIFICATION. Promptly following the date (the "Qualification Date") upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than thirty (30) days after the Qualification Date (the "Qualification Deadline"), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or additional shares of Common Stocka post-effective amendment on Form S-3 to the registration statement on Form SB-2) (a "Shelf Registration Statement") and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Qualification Deadline, as determined by the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors' exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be paid monthly within three (3) Business Days after the last day of made to each month following the Filing DeadlineInvestor in cash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one a Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 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 Registrable Securities), covering the resale of all the Registrable Securities in for an amount at least equal offering to the Shares, the Warrant Shares and the Placement Agent Warrant Sharesbe made on a continuous basis pursuant to Rule 415. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable permitted under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their Investors’ counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.50.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation Securities up to a maximum of 5.0% of the Investors, and shall not constitute the Investors’ exclusive remedy for aggregate amount invested by such eventsInvestor. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities Notes contemplated by the Memorandum Purchase Agreement (the “Closing Date”) (but no later than thirty (30) days after the Closing Date (the “Filing Deadline”Date), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), subject to the Investor’s consent) covering the resale of the Registrable Securities in an amount at least equal to 130% of the Shares, number of shares of Common Stock necessary to permit the Warrant Shares and conversion in full of the Placement Agent Warrant SharesNotes (without regard to any limitations on beneficial ownership contained therein). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Except for 250,000 shares of Common Stock underlying warrants issued to Southpoint Master Fund LP, no securities shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to be included in the Registration StatementStatement other than the Registrable Securities without the consent of the Investors holding a majority of the Registrable Securities (on an as-converted basis), which consent shall not be unreasonably withheld. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors Investor and their its counsel prior to its filing or other submission. In the event any Registrable Securities are not covered by the Registration Statement, the Company shall promptly amend such Registration Statement or prepare and file with the SEC a new Registration Statement in accordance with the terms hereof in order to cause such Registrable Securities to be covered by a Registration Statement. If a the Registration Statement covering the Registrable Securities is not filed with within 30 days following the SEC on or prior to the Filing DeadlineClosing Date, then the Company will make pro pro-rata payments to each Investor, the Purchasers as liquidated damages and not as a penalty, in an amount equal to 1.52% of the sum of the aggregate principal amount invested by such Investor then outstanding under the Notes for each 30-month (or portion thereof) following such 30th day period during which such Registration Statement has not yet been filed (such damages not to exceed 36% in aggregate). Each such payment shall be due and payable within five (5) days of the end of each month (or pro rata for any ending portion thereof following the Filing Deadline for which no thereof) until such Registration Statement is filed with respect to the Registrable Securitiesso filed. Such payments shall be in partial compensation to the InvestorsPurchasers, and shall not constitute the InvestorsPurchasers’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline.

Registration Statements. Not later than the first to occur of (i) Promptly the 30th day following the final closing Second Closing and (ii) the 15th day following termination of the purchase and sale of obligations to complete the securities contemplated by Second Closing in accordance with the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”)Purchase Agreement, the Company shall prepare and file with the SEC one 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 as is then available to effect a registration for resale of the Registrable Securities), S-1 covering the resale of the all Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant SharesSecurities. Such The Registration Statement shall include contain (except if otherwise required pursuant to written comments received from the plan SEC upon a review of distribution such Registration Statement) the “Plan of Distribution” attached hereto as Exhibit Annex A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver “Selling Stockholders” and “Plan of those rights with respect to Distribution” sections of the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, shall be provided in accordance with Section 3(c) to the Investors and their counsel Holders prior to its filing or other submission. If Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, but in no event more than 20 days after such date, the Company shall file a Registration Statement on Form S-3 covering the Registrable Securities is not filed with the SEC (or a post-effective amendment on or prior Form S-3 to the Filing Deadlinethen effective Registration Statement) and shall cause such Registration Statement to be declared effective as soon as possible thereafter, but in any event by the 90th day following the date on which the Company will make pro rata payments becomes eligible to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% utilize Form S-3 for the registration of the aggregate amount invested resale of its securities by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlineselling stockholders.

Registration Statements. 6.1.1 At any time from and after the date that is one hundred and twenty (i120) Promptly following days prior to the final closing expiration of the purchase and sale Lock-up Period, Gilead may request registration of the securities contemplated by Registrable Securities with the Memorandum Commission, which request will specify the number of Registrable Securities intended to be offered and sold and the intended method of disposition of such Registrable Securities. Such registration shall be on Form S-3 (the “Closing DateInitial Registration Statement”) (except if the Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) and the Company shall file the Initial Registration Statement as soon as reasonably practicable, but in no event later than thirty (30) days following receipt of such request. The Company shall effect the registration, qualifications and compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as promptly as practicable after the Closing Date filing thereof, but in any event prior to the date which is seventy-five (75) days in the event of no review by the Commission, or one hundred and twenty (120) days in the event of a review by the Commission, after receipt of such registration request. In the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Commission Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform each Holder thereof, (b) use its reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (c) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (b) or (c) above, the Company will use its reasonable efforts to file with the Commission, as promptly as allowed by the Commission, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). 6.1.2 As soon as reasonably practicable, but in no event later than the later of (a) thirty (30) days after the Additional Closing Date if it occurs and (b) the expiration of the Lock-Up Period (the “Additional Filing DeadlineDate”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of a registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the additional Registrable Securities in purchased on the Additional Closing Date with the Commission for an amount at least equal offering to be made on a continuous basis pursuant to Commission Rule 415, or if Commission Rule 415 is not available for offers and sales of the SharesRegistrable Securities, by such other means of distribution of Registrable Securities as Gilead may reasonably specify (the Warrant Shares and the Placement Agent Warrant Shares“Additional Registration Statement”). Such The Additional Registration Statement shall include be on Form S-3 (except if the plan Company is ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) and the Company shall effect the registration, qualifications and compliances (including, without limitation, the execution of distribution attached hereto any required undertaking to file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities laws, requirements or regulations) as Exhibit A. Such promptly as practicable after the filing thereof, but in any event prior to the date which is forty-five (45) days in the event of no review by the Commission, or ninety (90) days in the event of a review by the Commission, after the Additional Filing Date. In the event the Commission informs the Company that all of the additional Registrable Securities cannot, as a result of the application of Commission Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform each Holder thereof, (b) use its reasonable efforts to file amendments to the Additional Registration Statement also shall cover, to as required by the extent allowable under Commission and/or (c) withdraw the 1933 Act Additional Registration Statement and the rules promulgated thereunder file a new registration statement (including Rule 416a “New Additional Registration Statement”), such indeterminate in either case covering the maximum number of additional shares Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale the additional Registrable Securities on Form S-3, such other form available to register for resale the additional Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Additional Registration Statement, the Company shall be obligated to use its reasonable efforts to advocate with the Commission for the registration of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to all of the additional Registrable Securities. The In the event the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights amends the Additional Registration Statement or files a waiver of those rights with respect to the New Additional Registration Statement. The Registration Statement , as the case may be, under clauses (and each amendment b) or supplement thereto, and each request for acceleration of effectiveness thereof(c) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlineabove, the Company will make pro rata payments use its reasonable efforts to each Investorfile with the Commission, as liquidated damages and promptly as allowed by the Commission, one or more registration statements on Form S-3 or, if the Company is ineligible to register for resale the additional Registrable Securities on Form S-3, such other form available to register for resale those additional Registrable Securities that were not registered for resale on the Additional Registration Statement, as a penaltyamended, in an amount equal to 1.5% of or the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no New Additional Registration Statement is filed with respect to (the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadline“Remainder Additional Registration Statements”).

Registration Statements. (i) Promptly following the final closing of the purchase Artra and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company WWWX shall cooperate and promptly prepare and the Acquisition Corp. shall file with the SEC one as soon as practicable a Registration Statement on Form S-3 S-4 (orthe "Form S-4") under the Securities Act, if Form S-3 is not then available with respect to the CompanyAcquisition Corp. Common Stock issuable in the Merger, on which shall also serve as the proxy statement with respect to the meeting of the shareholders of Artra and WWWX in connection with the Merger (the "Proxy State ment/Prospectus"). In addition, Artra and WWWX shall cooperate and promptly prepare a Registra tion Statement or Form S-1 (the "Form S-1") under the Securities Act, or such other form of registration statement as is then available may be permitted under applicable SEC regulations, with respect to effect a registration for the reoffer and resale of shares of Acquisition Corp. Common Stock presently held by WWWX and ETCO. The respective parties will cause the Registrable Securities)Proxy Statement/Prospectus, covering the resale Form S-4 and the Form S-1 to comply as to form in all material respects with the applicable provisions of the Registrable Securities in an amount at least equal to the SharesAct, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Exchange Act and the rules promulgated thereunder (including and regulations thereunder. The Acquisition Corp. shall use all reasonable efforts, and WWWX and Artra shall cooperate with the Acquisition Corp., to have the Form S-4 and the Form S-1 declared effective by the SEC as promptly as practicable, to keep the Form S-4 and the Form S-1 effective as long as is necessary to consummate the Merger and to keep the Form S-1 effective until the earlier of the date the shares are sold or the date such shares may be sold pursuant to Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends 144 or similar transactions provision under the Securities Act. The Acquisition Corp. shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Registrable Securities. The Company shall use its reasonable best efforts Form S-4 or the Form S-1 to obtain from each person who now has piggyback registration rights a waiver Artra and WWWX and advise Artra and WWWX of those rights any verbal comments with respect to the Registration StatementForm S-4 or the Form S-1 received from the SEC. The Registration Statement (Acquisition Corp. shall use its best efforts to obtain, prior to the effective date of the Form S-4 or the Form S-1, all necessary state securities law or "blue sky" permits or approvals required to carry out the transactions described in this Agreement. The Acquisition Corp. agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the meetings of shareholders of Artra and WWWX, or, in the case of the Form S-4 or the Form S-1 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Acquisition Corp. in reliance upon and in confor mity with written information concerning Artra furnished to the Acquisition Corp. by Artra specifi cally for use in the Proxy Statement/Prospectus or the Form S-1 or any amendment or supplement thereto. Artra agrees that the written information concerning it provided by it for inclusion in the Proxy Statement/Prospectus and each request amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of shareholders of Artra, or, in the case of written information concerning Artra provided by it for acceleration inclusion in the Form S-4 or the Form S-1 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of effectiveness thereof) shall a material fact or omit to state a material fact required to be provided stated therein or necessary to make the statements therein, in accordance with Section 3(c) light of the circumstances under which they were made, not misleading. No amendment or supplement to the Investors Proxy Statement/ Prospectus or the Form S-4 or the Form S-1 will be made by the Acquisition Corp., WWWX or Artra without the approval of the other parties. The Acquisition Corp. will advise Artra and their counsel prior to its filing WWWX promptly of the times when the Form S-4 and the Form S-1 have become effective or other submission. If a Registration Statement covering any supplement or amendment has been filed, the Registrable Securities is not filed issuance of any stop order, the suspension of the qualification of the Acquisition Corp. Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC on or prior to for amendment of the Filing DeadlineProxy Statement/Prospectus, the Company will make pro rata payments to each Investor, as liquidated damages Form S-4 or the Form S-1 or comments thereon and not as a penalty, in an amount equal to 1.5% of responses thereto or requests by the aggregate amount invested by such Investor SEC for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlineinformation.

Registration Statements. (i) Promptly following the final closing of the purchase Artra and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date (the “Filing Deadline”), the Company WWWX shall cooperate and promptly prepare and the Acquisition Corp. shall file with the SEC one as soon as practicable a Registration Statement on Form S-3 S-4 (orthe "Form S-4") under the Securities Act, if Form S-3 is not then available with respect to the CompanyAcquisition Corp. Common Stock issuable in the Merger, on which shall also serve as the proxy statement with respect to the meeting of the shareholders of Artra and WWWX in connection with the Merger (the "Proxy Statement/Prospectus"). In addition, Artra and WWWX shall cooperate and promptly prepare a Registration Statement or Form S-1 (the "Form S-1") under the Securities Act, or such other form of registration statement as is then available may be permitted under applicable SEC regulations, with respect to effect a registration for the reoffer and resale of shares of Acquisition Corp. Common Stock presently held by WWWX and ETCO. The respective parties will cause the Registrable Securities)Proxy Statement/Prospectus, covering the resale Form S-4 and the Form S-1 to comply as to form in all material respects with the applicable provisions of the Registrable Securities in an amount at least equal to the SharesAct, the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Exchange Act and the rules promulgated thereunder (including and regulations thereunder. The Acquisition Corp. shall use all reasonable efforts, and WWWX and Artra shall cooperate with the Acquisition Corp., to have the Form S-4 and the Form S-1 declared effective by the SEC as promptly as practicable, to keep the Form S-4 and the Form S-1 effective as long as is necessary to consummate the Merger and to keep the Form S-1 effective until the earlier of the date the shares are sold or the date such shares may be sold pursuant to Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends 144 or similar transactions provision under the Securities Act. The Acquisition Corp. shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Registrable Securities. The Company shall use its reasonable best efforts Form S-4 or the Form S-1 to obtain from each person who now has piggyback registration rights a waiver Artra and WWWX and advise Artra and WWWX of those rights any verbal comments with respect to the Registration StatementForm S-4 or the Form S-1 received from the SEC. The Registration Statement (Acquisition Corp. shall use its best efforts to obtain, prior to the effective date of the Form S-4 or the Form S-1, all necessary state securities law or "blue sky" permits or approvals required to carry out the transactions described in this Agreement. The Acquisition Corp. agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto at the time of mailing thereof and at the time of the meetings of shareholders of Artra and WWWX, or, in the case of the Form S-4 or the Form S-1 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Acquisition Corp. in reliance upon and in conformity with written information concerning Artra furnished to the Acquisition Corp. by Artra specifically for use in the Proxy Statement/Prospectus or the Form S-1 or any amendment or supplement thereto. Artra agrees that the written information concerning it provided by it for inclusion in the Proxy Statement/Prospectus and each request amendment or supplement thereto, at the time of mailing thereof and at the time of the meeting of shareholders of Artra, or, in the case of written information concerning Artra provided by it for acceleration inclusion in the Form S-4 or the Form S-1 or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of effectiveness thereof) shall a material fact or omit to state a material fact required to be provided stated therein or necessary to make the statements therein, in accordance with Section 3(c) light of the circumstances under which they were made, not misleading. No amendment or supplement to the Investors Proxy Statement/ Prospectus or the Form S-4 or the Form S-1 will be made by the Acquisition Corp., WWWX or Artra without the approval of the other parties. The Acquisition Corp. will advise Artra and their counsel prior to its filing WWWX promptly of the times when the Form S-4 and the Form S-1 have become effective or other submission. If a Registration Statement covering any supplement or amendment has been filed, the Registrable Securities is not filed issuance of any stop order, the suspension of the qualification of the Acquisition Corp. Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC on or prior to for amendment of the Filing DeadlineProxy Statement/Prospectus, the Company will make pro rata payments to each Investor, as liquidated damages Form S-4 or the Form S-1 or comments thereon and not as a penalty, in an amount equal to 1.5% of responses thereto or requests by the aggregate amount invested by such Investor SEC for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlineinformation.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty the earlier of (30i) days the fourteenth (14th) day after the Closing Date filing by the Company of its Annual Report on Form 10-KSB with the SEC or (ii) April 30, 2006 (the earlier of such dates, the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if Form S-3 is not then available to the Company, or on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities, subject to the Required Investors’ consent), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Conversion Shares and the Placement Agent Warrant Shares. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing Deadlinecash.

Registration Statements. (i) Promptly No later than the sixtieth (60th) day immediately following the final date of the closing (the “Closing Date”) of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date Purchase Agreement (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, number of Shares plus the Warrant Shares and the Placement Agent Warrant Shares. Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall use its commercially reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If . (ii) Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a Registration Statement covering registration statement on Form S-3 to register the Registrable Securities is not filed with the SEC on or prior to the Filing Deadlinefor resale, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, but in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three event more than twenty (320) Business Days after the last day of each month following Qualification Date (the Filing “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement on Form SB-2) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty sixty (3060) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. B; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder of securities of the Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver without the prior written consent of those rights with respect to the Registration StatementRequired Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than forty-five (45) days after the Qualification Date (the “Qualification Deadline”), file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.

Registration Statements. (i) Promptly following No later than the final closing last day of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) but no later than thirty (30) days after the Closing Date Lock-up Period (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement 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 for the Registrable Securities provided that the Company undertakes to register the Registrable Securities on Form S-3 as soon as such form is available, and 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) covering the resale of all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that the Investor shall not be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock Ordinary Shares resulting from stock share splits, stock share dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any Ordinary Shares or other securities for the account of those rights with respect to any other holder without the Registration Statementprior written consent of the Investor. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel Investor prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each the Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51% of the aggregate amount invested by such the Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ Investor’s exclusive monetary remedy for such events, but shall not affect the right of the Investor to seek injunctive relief or specific performance. Such payments shall be made to each the Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within no later than three (3) Business Days after the last day end of each 30-day period (the “Payment Date”). Interest shall accrue at the rate of 1% per month following on any such liquidated damages payments that shall not be paid by the Filing DeadlinePayment Date until such amount is paid in full.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement (the “Closing Date”) but no later than thirty (30) 120 days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 F-3 (or, if Form S-3 F-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 Registrable Securities), covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Conversion Shares. Such Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. C. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock ADSs resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts not include any other securities for the account of any other holder; provided, however, that subject to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to Section 2(a)(ii) below, the Registration StatementStatement may include the Other Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, other than the Designated Investors, as liquidated damages and not as a penalty, in an amount equal to 1.52.0% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash cash. (ii) Notwithstanding the provisions of Section 2(a)(i), if at any time prior to the date the Registration Statement is first declared effective by the SEC (such date, the “Effective Date”) the SEC takes the position that the offering of the Registrable Securities as contemplated by the Registration Statement violates the provisions of Rule 415 under the 1933 Act because of (A) the number of ADSs included in such Registration Statement, the Company shall (i) remove from the Registration Statement all or such portion of the Affiliate Securities and the Other Securities and/or (ii) agree to such restrictions and limitations on the registration and resale of the Affiliate Securities and the Other Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 or (B) the inclusion of the Warrant Shares in the Registration Statement, the Company shall (i) remove from the Registration Statement all or such portion of the Warrant Shares and/or (ii) agree to such restrictions and limitations on the registration and resale of the Warrant Shares as the SEC may require to assure the Company’s compliance with the requirements of Rule 415. In the event that the provisions of this clause (ii) apply, the Company and the Investors shall mutually agree as to whether clause (A) or (B) is applicable. Any cut-back imposed pursuant to Section 2(a)(ii)(A) shall be allocated among the Affiliate Securities and the Other Securities on a pro rata basis. Any cut-back imposed pursuant to Section 2(a)(ii)(B) shall be allocated among the Warrant Shares as follows: first, to the Warrant Shares held by the Affiliate Investors on a pro rata basis; and second, to the Warrant Shares not held by the Affiliate Investors on a pro rata basis. The provisions of this Section 2(a)(ii) shall not limit or otherwise affect the obligations of the Company, which are absolute and unconditional, to effect the registration of the Registrable Securities as provided in this Agreement. Any Registrable Securities excluded from a Registration Statement pursuant to this Section 2(a)(ii) are hereinafter referred to as “Cut-Back Securities.” Except as provided in Section 2(a)(iii), no liquidated damages shall accrue or be owing on any Cut-Back Securities excluded from the Registration Statement as a result of the application of this Section 2(a)(ii). (iii) No later than 180 days after the earlier of (i) the Effectiveness Deadline and (ii) the Effective Date (the earlier of such dates, the “Cut-Back Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form F-3 (or, if Form F-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 Registrable Securities), covering the resale of the Cut-Back Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit C. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares ADSs resulting from stock splits, stock dividends or similar transactions with respect to the Cut-Back Securities. Such Registration Statement shall not include any other securities for the account of Common Stockany other holder. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Cut-Back Securities is not filed with the SEC on or prior to the Cut-Back Filing Deadline, the Company will make pro rata payments to each Investor holding Cut-Back Securities, other than the Designated Investors, as determined liquidated damages and not as a penalty, in an amount equal to 2.0% of the aggregate amount invested by such Investor in respect of the Cut-Back Securities for each Investor30-day period or pro rata for any portion thereof following the Cut-Back Filing Deadline for which no Registration Statement is filed with respect to the Cut-Back Securities. Such payments shall constitute such Investors’ exclusive monetary remedy for such events, and but shall not affect the right of such Investors to seek injunctive relief. Such payments shall be paid monthly within three (3) Business Days after the last day of made to each month following the Filing Deadlineaffected Investor in cash.

Registration Statements. (i) Promptly following the final closing of First Closing Date (as defined in the purchase and sale of the securities contemplated by the Memorandum Purchase Agreement) (the “Closing Date”) but no later than thirty sixty (3060) days after the First Closing Date (the “Filing Deadline”Date), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of all of the Registrable Securities issuable upon the conversion or exercise, as applicable, of the Initial Securities (as defined in an amount at least equal to the Shares, Purchase Agreement) (the Warrant Shares and the Placement Agent Warrant Shares"Initial Registrable Securities"). Such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Initial Registrable Securities. The Company shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Initial Registrable Securities is not filed with the SEC on or prior to within sixty (60) days of the Filing DeadlineFirst Closing Date, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor in the Initial Securities for each 30-day period any month or pro rata for any portion thereof following the Filing Deadline date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Initial Registrable Securities. (ii) Promptly following the Second Closing Date (as defined in the Purchase Agreement) (but no later than sixty (60) days after the Second Closing Date), the Company shall prepare and file with the SEC one Registration Statement 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 Registrable Securities), covering the resale of all of the Registrable Securities issuable upon the conversion or exercise, as applicable, of the Remaining Securities (as defined in the Purchase Agreement) (the "Remaining Registrable Securities"). Such payments Registration Statement also shall be in partial compensation cover, to the Investorsextent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or indeterminate number of additional shares of Common StockStock resulting from stock splits, as determined by stock dividends or similar transactions with respect to the Remaining Registrable Securities. The Company shall use its best efforts to obtain from each person who now has piggyback registration rights a waiver of those rights with respect to the Registration Statement. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Remaining Registrable Securities is not filed with the SEC within sixty (60) days of the Second Closing Date, the Company will make pro rata payments to each Investor, as liquidated damages and shall be paid monthly within three (3) Business Days after not as a penalty, in an amount equal to 1.5% of the last day of each aggregate amount invested by such Investor in the Remaining Securities for any month or pro rata for any portion thereof following the Filing Deadlinedate by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Remaining Registrable Securities.

Registration Statements. (i) Promptly following the final closing of the purchase and sale of the securities contemplated by the Memorandum (the “Closing Date”) Date but no later than thirty forty-five (3045) days after the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if Form S-3 is not then available to covering the Company, on such form resale of registration statement as is then available to effect a registration for resale all of the Registrable Securities). Subject to any SEC comments, covering the resale of the Registrable Securities in an amount at least equal to the Shares, the Warrant Shares and the Placement Agent Warrant Shares. Such such Registration Statement shall include the plan of distribution attached hereto as Exhibit A. A; provided, however, that no Investor shall be named as an “underwriter” in such Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company Such Registration Statement shall use its reasonable best efforts to obtain from each person who now has piggyback registration rights a waiver not include any shares of those rights with respect to Common Stock or other securities for the Registration Statementaccount of any other holder without the prior written consent of the Required Investors. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. (ii) The Registration Statement referred to in Section 2(a)(i) shall be on Form S-3. If In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on such other form as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than forty-five (45) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities is not filed with has been declared effective by the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall be in partial compensation to the Investors, and shall not constitute the Investors’ exclusive remedy for such events. Such payments shall be made to each Investor in cash or additional shares of Common Stock, as determined by each Investor, and shall be paid monthly within three (3) Business Days after the last day of each month following the Filing DeadlineSEC.