Common use of ASSIGNMENT OF THE REGISTRATION RIGHTS Clause in Contracts

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription Agreement) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee who holds at least 20% of all the Registrable Securities (or Preferred Shares and Warrants convertible and exercisable into 20% of the Registrable Securities) (or any portion equivalent combination of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Shares, Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription AgreementRegistrable Securities) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, ; (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and ; (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (e) such transfer shall have been made in accordance with the applicable requirements of the Subscription Agreement; (f) such transferee shall be an "Accredited Investor" as that term defined in Rule 501 of Regulation D promulgated under the Securities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a), the transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. In connection with any such transfer the Company shall, at its sole cost and expense, shall promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription AgreementDividend Shares) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under of the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription Agreement) Permitted Transferee only if: (a) the Investor agrees in writing with the transferee or assignee such Permitted Transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) except as otherwise provided in the Subscription Agreement, the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee Permitted Transferee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee such Permitted Transferee is restricted under the 1933 Act and applicable state securities laws, and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence (or such later time within ten Business Days after the transferee or assignee Company approves a Proposed Transferee pursuant to the Subscription Agreement) such Permitted Transferee agrees in writing with the Company to be bound by all of the provisions contained hereinherein and in the Subscription Agreement. In connection with any such transfer the Company shall, at its sole the cost and expenseexpense of the Permitted Transferee, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee Permitted Transferee to assure that the Registration Statement and related prospectus are available for use by such transferee Permitted Transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned; provided, however, that the Company shall not be required to breach any other obligation hereunder in taking such actions. In connection with any such assignment, each Investor shall have the right to assign to such transferee Permitted Transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, Permitted Transferee to perform all of its covenants under the Subscription Agreement as if such transferee Permitted Transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or Contractor to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription Agreement) transferee, but only if: (a) the Investor Contractor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time ten (10) business days after such assignment, (b) the Company is, within a reasonable time ten (10) business days after such transfer or assignment, assignment furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any , and (e) unless such transfer or assignment is pursuant to the Registration Statement, the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be receives an opinion of counsel reasonably acceptable to the Initial Investor Company, in form and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated substance reasonably acceptable to the Company, to perform all the effect that such transfer or assignment is in compliance with applicable federal and state securities laws. In the event of any delay in filing or effectiveness of the Registration Statement as a result of such assignment, the Company shall not be liable to any Contractor for any damages arising from such delay, or for any liquidated damages in respect of any such delay. Notwithstanding anything to the contrary contained herein, in no event shall the Company be obligated to pay any additional costs or fees in respect of the registration of Registrable Securities, or otherwise under this Agreement, by virtue of any transfer or assignment made in accordance with this Section 9, or otherwise, then it would be required to pay if the Contractor had not transferred or assigned any of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreementrights hereunder.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription AgreementWarrants) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each The Company acknowledges that upon the liquidation or dissolution of an Investor shall have which is a partnership or other entity and the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice subsequent transfer of such assignment entity's Registrable Securities and Warrants to the Company. Following partners or other owners thereof, such notice of assignment of rights under the Subscription Agreement, the Company transferees shall be obligated automatically assigned the registration rights of such entity pursuant to such transferee, and such transferee shall be obligated this Agreement with respect to the Companytransferred securities, subject to perform all the requirements of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreementthis Section 9.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(hNote) of the Subscription Agreement) Registrable Securities only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription AgreementWarrants) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor Holder and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Warrants or Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or Purchaser to any transferee of all or any portion of such securities which portion is not less (other than 100,000 shares of Common Stock (or to any transferee entities that are specifically identified as the Company's competitors under the caption "Competition" in the Company's 1997 Annual Report) of all or any portion of the shares of Series C Preferred Shares Stock (including Common Stock issued upon conversion of the Series C Preferred Stock or in lieu of dividend payments on the Series C Preferred Stock), the Warrants, if any, or the Warrants which transfer is permitted underlying Common Stock held by Sections 4(a) and 4(h) of the Subscription Agreement) only Purchaser if: (a) the Investor Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities Securities with respect to which such registration rights are being transferred or assigned, ; (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transfer of the relevant Securities complies with the restrictions set forth in Section 4 of the Securities Purchase Agreement. In connection with the event of any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that delay in filing the Registration Statement and related prospectus are available for use by such transferee for sales as a result of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall not be obligated to liable for any damages arising from such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreementdelay.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or Advantage to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription AgreementWarrant) only if: (a) the Investor Advantage agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after prior to such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor Advantage and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares, the Dividend Shares or the Warrants which transfer is permitted by Sections Section 4(a) and 4(h) of the Subscription Agreement) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee who holds at least 1,000 Preferred Shares, or Registrable Securities acquired upon conversion of all at least 1,000 Preferred Shares (or any portion equivalent combination of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription AgreementRegistrable Securities) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, ; (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and ; (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (e) such transfer shall have been made in accordance with the applicable requirements of the Subscription Agreement; (f) such transferee shall be an "Accredited Investor" as that term defined in Rule 501 of Regulation D promulgated under the Securities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a), the transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. In connection with any such transfer the Company shall, at its sole cost and expense, shall promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares, the Dividend Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription AgreementWarrants) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under of the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or Purchasers to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription Agreement) Permitted Transferee only if: (a) the Investor Purchaser agrees in writing with the transferee or assignee such Permitted Transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) except as otherwise provided in the Subscription Agreement, the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee Permitted Transferee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee such Permitted Transferee is restricted under the 1933 Act and applicable state securities laws, and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence (or such later time within ten Business Days after the transferee or assignee Company approves a Permitted Transferee pursuant to the Subscription Agreement), such Permitted Transferee agrees in writing with the Company to be bound by all of the provisions contained hereinherein and in the Subscription Agreement. In connection with any such transfer the Company shall, at its sole the cost and expenseexpense of the Permitted Transferee, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor Purchaser and such transferee Permitted Transferee to assure that the Registration Statement and related prospectus are available for use by such transferee Permitted Transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned; provided, however, that the Company shall not be required to breach any other obligation hereunder in taking such actions. In connection with any such assignment, each Investor Purchaser shall have the right to assign to such transferee Permitted Transferee such InvestorPurchaser's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, Permitted Transferee to perform all of its covenants under the Subscription Agreement as if such transferee Permitted Transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee who holds at least 600 Preferred Shares, or Registrable Securities acquired upon conversion of all at least 600 Preferred Shares (or any portion equivalent combination of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription AgreementRegistrable Securities) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein, (e) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, (f) such transferee shall be an "Accredited Investor" as that term defined in Rule 501 of Regulation D promulgated under the 1933 Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc., and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a), the transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. In connection with any such transfer the Company shall, at its sole cost and expense, shall promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription Agreement) Permitted Transferee only if: (a) the Investor agrees in writing with the transferee or assignee such Permitted Transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) except as otherwise provided in Section 4(a)(2) of the Subscription Agreement, the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee Permitted Transferee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee such Permitted Transferee is restricted under the 1933 Act and applicable state securities laws, and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence (or such later time within ten Business Days after the transferee or assignee Company approves a Proposed Transferee pursuant to Section 4(a)(2) of the Subscription Agreement) such Permitted Transferee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole the cost and expenseexpense of the Permitted Transferee, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee Permitted Transferee to assure that the Registration Statement and related prospectus are available for use by such transferee Permitted Transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee Permitted Transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, Permitted Transferee to perform all of its covenants under the Subscription Agreement as if such transferee Permitted Transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription Agreement) Permitted Transferee only if: (a) the Investor agrees in writing with the transferee or assignee such Permitted Transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee Permitted Transferee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee such Permitted Transferee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence the transferee or assignee such Permitted Transferee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee Permitted Transferee to assure that the Registration Statement and related prospectus are available for use by such transferee Permitted Transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee Permitted Transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, Permitted Transferee to perform all of its covenants under the Subscription Agreement as if such transferee Permitted Transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee who holds at least 20% of all the Registrable Securities (or Preferred Shares and Warrants convertible or exercisable into 20% of the Registrable Securities) (or any portion equivalent combination of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) Shares, Warrants, and 4(h) of the Subscription AgreementRegistrable Securities) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, ; (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and ; (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (e) such transfer shall have been made in accordance with the applicable requirements of the Subscription Agreement; (f) such transferee shall be an "Accredited Investor" as that term defined in Rule 501 of Regulation D promulgated under the Securities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a), such assignee or transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. In connection with any such transfer the Company shall, at its sole cost and expense, shall promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The With the prior written consent of the Company, which consent will not be unreasonably withheld, the rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Note, the Interest Notes, the Preferred Shares, the Dividend Shares or the Warrants which transfer is permitted by Sections 4(a) and 4(h) of the Subscription AgreementWarrants) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Exchange Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Exchange Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under of the Subscription Exchange Agreement as if such transferee were the Buyer under the Subscription Exchange Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee of all or any portion of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections Section 4(a) and 4(h) of the Subscription Agreement) only if: (a) such transferee or assignee is an "accredited investor" as defined in Regulation D under the 1933 Act, (b) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (bc) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (cd) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, and (de) at or before the time the Company receives the written notice contemplated by clause (bc) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to an Affiliate (as such term is defined in the Certificate of Designations) thereof or to any transferee who holds at least 20% of all the Registrable Securities (or Preferred Shares, Option Shares, Warrants, and Additional Warrants convertible or exercisable into 20% of the Registrable Securities) (or any portion equivalent combination of such securities which portion is not less than 100,000 shares of Common Stock (or to any transferee of all or any portion of the Preferred Shares or the Warrants which transfer is permitted by Sections 4(a) Shares, Option Shares, Warrants, Additional Warrants, and 4(h) of the Subscription AgreementRegistrable Securities) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, ; (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act and applicable state securities laws, and ; (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (e) such transfer shall have been made in accordance with the applicable requirements of the Subscription Agreement; (f) such transferee shall be an "Accredited Investor" as that term defined in Rule 501 of Regulation D promulgated under the Securities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a) and the assignment is not made pursuant to Section 2(c) of the Subscription Agreement, such assignee or transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. In connection with any such transfer the Company shall, at its sole cost and expense, shall promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Subscription Agreement by notice of such assignment to the Company. Following such notice of assignment of rights under the Subscription Agreement, the Company shall be obligated to such transferee, and such transferee shall be obligated to the Company, to perform all of its covenants under the Subscription Agreement as if such transferee were the Buyer under the Subscription Agreement.