Common use of Securities Subject to This Agreement Clause in Contracts

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this Agreement. For the purposes of this Agreement, Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iii) such Registrable Securities have been otherwise transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (iv) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder without holding period, volume or manner of offering limitations under the Securities Act and the rules and regulations thereunder, provided that such Registrable Securities, on an as-converted basis assuming that all of such Registrable Securities that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% of the total number of shares of Common Stock then outstanding, (v) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 or (vi) such Registrable Securities have ceased to be outstanding.

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this AgreementAgreement are the Registrable Securities. For the purposes of this Agreement, any particular Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold distributed to the public pursuant to Rule 144 (or transferred any similar provision then in accordance with force) under the requirements of Rule 144Securities Act, (iii) such Registrable Securities have been otherwise issued, transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities then owned held by such any Holder may be sold or transferred by such Holder without holding periodany time, volume or manner of offering limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act and the rules and regulations thereunderAct, provided that such Registrable Securities, on an as-converted basis assuming that all of such Registrable Securities that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% of the total number of shares of Common Stock then outstanding, (v) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 or (vi) such Registrable Securities have ceased to be outstanding. Without limiting the generality of the foregoing, (a) Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, and (b) Warrant Shares shall cease to be Registrable Securities if the offering of the related Warrants has been registered on a Registration Statement and such Warrant Shares are issued pursuant to the cashless exercise provisions of such Warrants or the issuance of such Warrant Shares is effected upon exercise of the related Warrants pursuant to such Registration Statement, so long as such Warrant Shares may then be transferred or disposed of by the holders thereof without restriction under the Securities Act.

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this AgreementAgreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Securities held by any Holder Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities (and such Holder shall cease Act, other than pursuant to have any registration rights with respect to such securities under Section 4 of this Agreement) on the date , and to the extent that either (i) a Registration Statement covering the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such Registrable Securities security has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been security is sold to the public in reliance on Rule 144 (or transferred any similar provision then in accordance with the requirements of Rule 144, (iiiforce) such Registrable Securities have been otherwise transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivc) all Registrable Securities then owned by such Holder may be sold security has been otherwise transferred, and (i) the Company has delivered a new certificate or transferred by other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such Holder without holding periodsecurity, volume the subsequent disposition of such security shall not require the registration or manner of offering limitations qualification under the Securities Act and Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the rules and regulations thereundercontrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Registrable SecuritiesHolder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on an as-converted basis assuming that all the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units or Preferred Shares as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Registrable Securities Shares pursuant to the requested registration. In the event that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stockthe Company elects to issue all cash in lieu of Shares upon the exchange of Units covered by any such Exercise Notice, do the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not exceed 2% constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the total number Company to issue Shares, rather than cash, upon the exchange of shares of Common Stock then outstanding, (v) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 or (vi) such Registrable Securities have ceased to be outstandingUnits.

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the ------------------------------------ benefits of this AgreementAgreement are the Registrable Securities. For the purposes of this Agreement, any particular Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold distributed to the public pursuant to Rule 144 (or transferred any similar provision then in accordance with force) under the requirements of Rule 144Securities Act, (iii) such Registrable Securities have been otherwise issued, transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities then owned held by such any Holder may be sold or transferred by such Holder without holding periodany time, volume or manner of offering limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act and the rules and regulations thereunderAct, provided that such Registrable Securities, on an as-converted basis assuming that all of such Registrable Securities that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% of the total number of shares of Common Stock then outstanding, (v) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 or (vi) such Registrable Securities have ceased to be outstanding. Without limiting the generality of the foregoing, (a) Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, and (b) Warrant Shares shall cease to be Registrable Securities if the offering of the related Warrants has been registered on a Registration Statement and such Warrant Shares are issued pursuant to the cashless exercise provisions of such Warrants or the issuance of such Warrant Shares is effected upon exercise of the related Warrants pursuant to such Registration Statement, so long as such Warrant Shares may then be transferred or disposed of by the holders thereof without restriction under the Securities Act.

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this AgreementAgreement are (a) the Shares issued by the Company to the Holders, (b) the Shares issued by the Company to the Holders upon conversion of the Series A Convertible Preferred Stock, par value $.0001 per share (“Series A Preferred Stock”), of the Company and the Shares issued by the Company to the Holders upon conversion of the Series B Convertible Preferred Stock, par value $.0001 per share (“Series B Preferred Stock”), of the Company, and (c) the Shares issued by the Company to the Holders upon exchange of the Units pursuant to the Partnership Agreements (collectively, the “Registrable Securities”) but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Securities held by any Holder Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities (and such Holder shall cease Act, other than pursuant to have any registration rights with respect to such securities under Section 4 of this Agreement) on the date , and to the extent that either (i) a Registration Statement covering the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such Registrable Securities security has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been security is sold to the public in reliance on Rule 144 (or transferred any similar provision then in accordance with the requirements of Rule 144, (iiiforce) such Registrable Securities have been otherwise transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivc) all Registrable Securities then owned by such Holder may be sold security has been otherwise transferred, and (i) the Company has delivered a new certificate or transferred by other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such Holder without holding periodsecurity, volume the subsequent disposition of such security shall not require the registration or manner of offering limitations qualification under the Securities Act and Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the rules and regulations thereundercontrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Registrable SecuritiesHolder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange of Units exchangeable into such number of Shares as such Limited Partner has requested to be registered, or (ii) conversion of the Series A Preferred Stock or Series B Preferred Stock into such number of Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on an as-converted basis assuming the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units, Series A Preferred Stock or Series B Preferred Stock as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of the Units covered by any such Exercise Notice, the registration requested by the Limited Partner that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. In the event a Holder holding shares of Series B Preferred Stock exercises its rights to have Registrable Securities included in a registration statement pursuant to Section 2, 3 or 4 of this Agreement, it may also request that are convertible into shares of Series B Preferred Stock be included therein, subject in all respects to the terms and conditions of this Agreement, except that, notwithstanding any provision to the contrary contained in this Agreement, (a) in the event that the number of Registrable Securities requested to be included in a registration statement pursuant to Section 2 or exercisable for Common 3 is reduced as provided therein, the shares of Series B Preferred Stock are converted into requested to be included shall be reduced, to zero if so requested by the managing underwriters, before the number of Registrable Securities is reduced and (b) in no event shall the Company be required to maintain or exercised for Common Stock, do not exceed 2% extend the effectiveness of a registration statement solely as a result of the total number of fact that shares of Common Series B Preferred Stock then outstanding, (v) all Registrable Securities then owned covered by such Holder may be sold or transferred by such Holder within registration statement remain unsold. Nothing contained herein shall create any three-month period in accordance with obligation on the requirements part of Rule 144 or (vi) such Registrable Securities have ceased the Company to be outstandingissue Shares, rather than cash, upon the exchange of any Units.

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this Agreement. For the purposes of this Agreement, Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (ia) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (iib) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iiic) such Registrable Securities have been otherwise transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivd) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder without holding period, volume or manner of offering limitations under the Securities Act and the rules and regulations thereunderthereunder (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis), provided that such Registrable Securities, on an as-converted basis assuming that all of such Registrable Securities that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% of the total number of shares of Common Stock then outstanding, (ve) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis) or (vif) such Registrable Securities have ceased to be outstanding.

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this AgreementAgreement are (a) the Shares issued by the Company to the Holders, (b) the Shares issued by the Company to the Holders upon conversion of the Series A Convertible Preferred Stock, par value $.0001 per share ("Series A Preferred Stock"), of the Company and the Shares 2 issued by the Company to the Holders upon conversion of the Series B Convertible Preferred Stock, par value $.0001 per share ("Series B Preferred Stock"), of the Company, and (c) the Shares issued by the Company to the Holders upon exchange of the Units pursuant to the Partnership Agreements (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Securities held by any Holder Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities (and such Holder shall cease Act, other than pursuant to have any registration rights with respect to such securities under Section 4 of this Agreement) on the date , and to the extent that either (i) a Registration Statement covering the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such Registrable Securities security has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been security is sold to the public in reliance on Rule 144 (or transferred any similar provision then in accordance with the requirements of Rule 144, (iiiforce) such Registrable Securities have been otherwise transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivc) all Registrable Securities then owned by such Holder may be sold security has been otherwise transferred, and (i) the Company has delivered a new certificate or transferred by other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such Holder without holding periodsecurity, volume the subsequent disposition of such security shall not require the registration or manner of offering limitations qualification under the Securities Act and Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the rules and regulations thereundercontrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Registrable SecuritiesHolder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange of Units exchangeable into such number of Shares as such Limited Partner has requested to be registered, or (ii) conversion of the Series A Preferred Stock or Series B Preferred Stock into such number of Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on an as-converted basis assuming that all the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such Registrable Securities that number of Units, Series A Preferred Stock or Series B Preferred Stock as are exchangeable or convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the total number requested registration. In the event that the Company elects to issue all cash in lieu of shares Shares upon the exchange of Common Stock then outstandingthe Units covered by any such Exercise Notice, (v) all Registrable Securities then owned the registration requested by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 or (vi) such Registrable Securities have ceased to be outstanding.Limited Partner that delivered such

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this AgreementAgreement are (a) the Shares issued by the Company to the Holders, (b) the Shares issued by the Company to the Holders upon conversion of the Series A Convertible Preferred Stock, par value $.0001 per share ("Series A Preferred Stock"), of the Company, and (c) the Shares issued by the Company to the Holders upon exchange of the Units pursuant to the Partnership Agreement (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater 2 number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Securities held by any Holder Security shall cease to be a Registrable Securities Security when (and a) such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (i) a Registration Statement covering such Registrable Securities security has been declared effective effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), other than pursuant to Section 4 of this Agreement, and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such Registrable Securities have security has been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been security is sold to the public in reliance on Rule 144 (or transferred any similar provision then in accordance with the requirements of Rule 144, (iiiforce) such Registrable Securities have been otherwise transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivc) all Registrable Securities then owned by such Holder may be sold security has been otherwise transferred, [except in connection with the exercise of the EJDC Option (as defined in the Partnership Agreement), and (i) the Company has delivered a new certificate or transferred by other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such Holder without holding periodsecurity, volume the subsequent disposition of such security shall not require the registration or manner of offering limitations qualification under the Securities Act and Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the rules and regulations thereundercontrary herein, any Limited Partner may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Registrable SecuritiesHolder, on simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an as-converted basis assuming that all Exercise Notice to the Company requesting (i) exchange of Units exchangeable into such Registrable Securities that are convertible into number of Shares as such Limited Partner has requested to be registered, or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% (ii) conversion of the total Series A Preferred Stock into such number of shares of Common Stock then outstanding, (v) all Registrable Securities then owned by Shares as such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 or (vi) such Registrable Securities have ceased has requested to be outstandingregistered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units as are exchangeable into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of the Units covered by any such Exercise Notice, the registration requested by the Limited Partner that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units.

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this AgreementAgreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the “Registrable Securities”) but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Securities held by any Holder Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities (and such Holder shall cease Act, other than pursuant to have any registration rights with respect to such securities under Section 4 of this Agreement) on the date , and to the extent that either (i) a Registration Statement covering the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such Registrable Securities security has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been security is sold to the public in reliance on Rule 144 (or transferred any similar provision then in accordance with the requirements of Rule 144, (iiiforce) such Registrable Securities have been otherwise transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivc) all Registrable Securities then owned by such Holder may be sold security has been otherwise transferred, and (i) the Company has delivered a new certificate or transferred by other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such Holder without holding periodsecurity, volume the subsequent disposition of such security shall not require the registration or manner of offering limitations qualification under the Securities Act and Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the rules and regulations thereundercontrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Registrable SecuritiesHolder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on an as-converted basis assuming that all the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units or Preferred Shares as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Registrable Securities Shares pursuant to the requested registration. In the event that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stockthe Company elects to issue all cash in lieu of Shares upon the exchange of Units covered by any such Exercise Notice, do the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not exceed 2% constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the total number Company to issue Shares, rather than cash, upon the exchange of shares of Common Stock then outstanding, (v) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 or (vi) such Registrable Securities have ceased to be outstandingUnits.

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this Agreement. For the purposes of this Agreement, Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (ia) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (iib) such Registrable Securities have been sold or transferred in accordance with the requirements of Rule 144, (iiic) such Registrable Securities have been otherwise transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (ivd) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder without holding period, volume or manner of offering limitations under the Securities Act and the rules and regulations thereunderthereunder (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis), provided that such Registrable Securities, on an as-converted basis assuming that all of such Registrable Securities that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% of the total number of shares of Common Stock then outstanding, (ve) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis) or (vif) such Registrable Securities have ceased to be outstanding.”