On or prior to each Filing Date, [[Organization A:Organization]] shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent [[Organization A:Organization]] is eligible to use such registration statement form, subject to the provisions of Section 2.5) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as [Annex 2.1].1 and substantially the “Selling Stockholders” section attached hereto as [Annex 2.1].2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, [[Organization A:Organization]] shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3.3) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for [[Organization A:Organization]] to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to [[Organization A:Organization]] pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). [[Organization A:Organization]] shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. [[Organization A:Organization]] shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that [[Organization A:Organization]] telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. [[Organization A:Organization]] shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2.4.

On or prior to each Filing Date, [[Organization A:Organization]] shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if [[Organization A:Organization]] 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(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as [Annex B]; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, [[Organization A:Organization]] shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for [[Organization A:Organization]] to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to [[Organization A:Organization]] pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). [[Organization A:Organization]] shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. [[Organization A:Organization]] shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that [[Organization A:Organization]] telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. [[Organization A:Organization]] shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

On or prior to each Filing Date, [[Organization A:Organization]] shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if [[Organization A:Organization]] is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as [Annex A] and substantially the “Selling Stockholder” section attached hereto as [Annex B]. Subject to the terms of this Agreement, [[Organization A:Organization]] shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for [[Organization A:Organization]] to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to [[Organization A:Organization]] (the “Effectiveness Period”). [[Organization A:Organization]] shall request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. [[Organization A:Organization]] shall promptly notify the Holders via e-mail (to the extent Holder has provided [[Organization A:Organization]] with a valid and working email address) of the effectiveness of a Registration Statement on the same day that [[Organization A:Organization]] confirms effectiveness with the Commission, which shall be the date of effectiveness of such Registration Statement. [[Organization A:Organization]] shall, by 9:30 a.m. (New York City time) on the fifth Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission if and as required by Rule 424.

On or prior to each Filing Date, [[Organization B:Organization]] shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if [[Organization B:Organization]] 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(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as [Annex A] and substantially the “Selling Stockholder” section attached hereto as [Annex B]; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, [[Organization B:Organization]] shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for [[Organization B:Organization]] to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to [[Organization B:Organization]] pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). [[Organization B:Organization]] shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. [[Organization B:Organization]] shall immediately notify the Holders by e-mail of the effectiveness of a Registration Statement on the same Trading Day that [[Organization B:Organization]] telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. [[Organization B:Organization]] shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

On or prior to each Filing Date, [[Organization B:Organization]] shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall be on Form S-3 (except if [[Organization B:Organization]] is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as [Annex A] (which may be modified to respond to comments, if any, provided by the Commission or at the written request of [[Organization A:Organization]] to address any modifications to the Plan of Distribution at the time that [[Organization A:Organization]] issues a request for registration of the Shares in accordance with Section 2 hereof). [[Organization B:Organization]] shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act promptly but, in any event, no later than the Effectiveness Date for such Registration Statement, and shall, subject to Section 7(d) hereof, use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of # the date that is two years after the effectiveness of the Registration Statement and # the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Notwithstanding the foregoing, [[Organization B:Organization]] shall be entitled to suspend the effectiveness of the Registration Statement at any time prior to the expiration of the Effectiveness Period for up to an aggregate of twenty (20) consecutive Trading Days or an aggregate of thirty (30) Trading Days (which need not be consecutive) in any given 360-day period. It is agreed and understood that [[Organization B:Organization]] shall, from time to time, be obligated to file one or more additional Registration Statements to cover any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement.

Not later than the Filing Date, [[Organization A:Organization]] shall file with the Commission a Registration Statement on Form S-1 relating to the resale by the Holders all (or such other number as the Commission will permit) of the Registrable Securities. Subject to the terms of this Agreement, [[Organization A:Organization]] shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for [[Organization A:Organization]] to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to [[Organization A:Organization]] pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”).

On or prior to the Filing Date, the [[Organization A:Organization]] shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415; provided, however, that if 100% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock less any such shares held by Affiliates of the [[Organization A:Organization]] on the actual filing date of the initial Registration Statement (“Registration Cap”), the initial Registration Statement shall register a number of shares of Common Stock nearing the Registration Cap limit; provided, further, that if any Registration Statement is subject to a Registration Cap, the Shares shall have priority in such Registration Statement over the Draw Down Shares if such shares are not then registered. Subject to the terms of this Agreement, the [[Organization A:Organization]] shall use its commercially reasonable efforts to cause any Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and with respect to the initial Registration Statement in any event prior to the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold; provided, however, that [[Organization A:Organization]] shall not be required to have unissued Draw Down Shares covered by such Registration Statement after the expiration of the Commitment Period as such term is described in the Securities Purchase Agreement (the “Effectiveness Period”). The [[Organization A:Organization]] shall promptly notify the Holders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the [[Organization A:Organization]] telephonically confirms effectiveness with the Commission. The [[Organization A:Organization]] shall file a final Prospectus with the Commission as required by Rule 424.

On or prior to the Filing Date, the Company shall prepare and file with the Commission a registration statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The registration statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Investor) substantially the “Plan of Distribution” attached hereto as [Annex A]. The Company shall cause the registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause the registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the registration statement continuously effective under the Securities Act until all Registrable Securities covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”).

On or prior to the Filing Date, [[Organization B:Organization]] shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of the Registrable Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415; provided, however, that if 100% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock less any such shares held by Affiliates of [[Organization B:Organization]] on the actual filing date of the initial Registration Statement (“Registration Cap”), the initial Registration Statement shall register a number of shares of Common Stock nearing the Registration Cap limit; provided, further, that if any Registration Statement is subject to a Registration Cap, the Shares shall have priority in such Registration Statement over the Draw Down Shares if such shares are not then registered. Subject to the terms of this Agreement, [[Organization B:Organization]] shall use its commercially reasonable efforts to cause any Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and with respect to the initial Registration Statement in any event prior to the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold; provided, however, that Company shall not be required to have unissued Draw Down Shares covered by such Registration Statement after the expiration of the Commitment Period as such term is described in the Securities Purchase Agreement (the “Effectiveness Period”). [[Organization B:Organization]] shall promptly notify the Holders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that [[Organization B:Organization]] telephonically confirms effectiveness with the Commission. [[Organization B:Organization]] shall file a final Prospectus with the Commission as required by Rule 424.

Shelf Registration. The Company shall # prepare and file an initial Registration Statement under the Securities Act as soon as practicable, and in any event within 10 calendar days following any Installment Payment Date to permit the resale of all Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act and # use its reasonable best efforts to cause such initial Registration Statement to become effective as soon as practicable after filing thereof. The Company will use its reasonable best efforts to cause the Registration Statement filed pursuant to this Section 3.01(a) to be continuously effective under the Securities Act (and, if such Registration Statement ceases to be effective, as soon as practicable to restore its effectiveness or to file and have declared effective a new Registration Statement), with respect to any Holder, until the date on which there are no longer any Registrable Securities outstanding (the “Effectiveness Period”). A Registration Statement filed pursuant to this Section 3.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company; provided that, if the Company is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within two Business Days immediately following such date, the Company shall provide the Holders with notice of the effectiveness of such Registration Statement.