Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Underwriter and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger the Underwriter or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the Amendment, Registration Statement or Offering Statement to enable information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Underwriter Warrants to either sell such Strasbourger Underwriter Warrants or to exercise such Strasbourger Underwriter Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Underwriter Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.

Demand Registration Rights. The 4.1. In addition to, and not in lieu of, the Piggyback Registration Rights set forth under Section 3, at any time during the Registration Period, any Holder may deliver to the Company covenants and agrees with Strasbourger and a written request (a "Demand Registration Request") that the Company register any other or subsequent Holders all of the Registrable Securities owned by such Demanding Holders (as defined hereinafter defined) (provided that the aggregate offering price of all such Registrable Securities actually included in paragraph the Demand Registration equals $5 million or more) and any other Holders that may elect to be included pursuant to Section 4.2 hereof under the Securities Act and the state securities or blue sky laws of any jurisdiction designated by such Selling Holders (e) subject to Section 9), subject to the provisions of this Section 10) that4. The requisite Holders making such demand are sometimes referred to herein as the "Demanding Holders." The Company shall, upon written request of as soon as practicable following the Demand Registration Request, prepare and file a Registration Statement (on the then Holder(sappropriate form or, if more than one form is available, on the appropriate form selected by the Company) of at least a majority of with the aggregate SEC under the Securities Act, covering such number of the Registrable Securities which were originally issued on as the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Selling Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled request to be included in such Amendment, Registration Statement and to take all necessary steps to have such Registrable Securities qualified for sale under state securities or Offering Statementblue sky laws. The Company will shall use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, efforts to file and cause to become effective such Amendment, Registration Statement or Offering no later than 30 days following the Demand Registration Request. Further, the Company shall use its best efforts to have such Registration Statement declared effective by the SEC (within the meaning of the Securities Act) as promptly soon as practicable thereafter and for a period shall take all necessary action (including, if required, the filing of two years thereafter any supplements or post- effective amendments to reflect in the Amendment, such Registration Statement) to keep such Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) effective to permit the lawful sale of such Registrable Securities included thereunder for the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information period set forth in the AmendmentSection 6 hereof, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Sharessubject, or to enable any holders of Shares to sell such Shareshowever, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendmentfurther terms and conditions set forth in Sections 4.3, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering4.4, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering4.5, 4.6, and 4.7 hereof.

Demand Registration Rights. The (a) If the Company covenants and agrees with Strasbourger and any other or subsequent shall receive a written request (specifying that it is being made pursuant to this Section 3.1) from the Holders of at least fifty percent (50%) of the outstanding Registrable Securities (as defined in paragraph the "Initiating Holders") that the Company file a registration statement or similar document under the Securities Act covering the registration of at least fifty percent (e50%) of this Section 10) that, upon written request of the then Holder(s) outstanding Registrable Securities, or any lesser percentage if the anticipated aggregate offering proceeds, net of at least a majority Selling Expenses, would be equal to or exceed $5,000,000, then the Company shall promptly notify all other Holders of the aggregate of the such request and shall use its best efforts to cause all Registrable Securities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any eventthat such Holders have requested, within 45 15 days after receipt of such written requestnotice, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") be registered under the ActSecurities Act in accordance with this Section 3.1. Notwithstanding the foregoing, registering or qualifying (1) the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for effect a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph Section 3.1, (ai) is during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on a date sixty (60) days following the effective date of, a registration statement pertaining to an underwritten offering, the Holders of a majority public offering of the Registrable Securities Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith, or (ii) within the 12 month period following the closing of the initial underwritten public offering of the Company's Common Stock, or (iii) prior to the second anniversary of the closing date of the sale of Series B Preferred pursuant to the Series B Agreement, and (2) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be included filed in such the near future, then the Company's obligation to use its best efforts to file a registration statement shall be entitled deferred for a period not to select exceed one hundred eighty (180) days; provided, however, that the underwriter or managing underwriter Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect not more than one registration pursuant to this Section 3.1; provided, however, a demand registration request shall not count as such until the registration statement to which it relates has been declared effective by the Securities and Exchange Commission (in the case of a syndicated offering) of "SEC"), except that if, after it has been declared effective, such offering.

Demand Registration Rights. At any time on or after 90 days from the date the Shareholder ceases to be a member of the Company's Board of Directors, but not more than once, the Shareholder may deliver to the Company one written demand that the Company effect a registration under the Securities Act of at least 50% of the Shares that have not had their registration rights hereunder lapse as set forth in Section 9 hereof (the "Registrable Securities") for the purpose of resale. The Company covenants shall prepare and agrees with Strasbourger and file a registration statement on any other or subsequent Holders available form of registration statement, for the public sale of the Registrable Securities (as defined that are identified in paragraph (e) of this Section 10) that, upon written request and in accordance with the demand within 60 days of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designeesdemand notice; provided, made at any time within the period commencing one year and ending five years after the Effective Datehowever, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, that if the Company shall give notice furnish to the other Holders Shareholder a certificate signed by the Chief Executive Officer or President of the Registrable Securities advising Company stating that in the Company is proceeding with such Amendmentgood faith judgment of the Board of Directors of the Company, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not it would be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing seriously detrimental to the Company within ten (10) for a registration statement to be filed, then the Company's obligation to file a registration statement shall be deferred for a reasonable period not to exceed 180 days thereafterfrom the date of such request. No other securities of Upon written notice from the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, the Shareholder delivered within 30 days of a demand to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the register Registrable Securities pursuant under this Section 1, the Shareholder's right to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any demand registration pursuant to this paragraph Section 1 shall be suspended during the period commencing 90 days before the date estimated in writing by the Company to be the date of filing of a registration statement, and ending six months following the effective date (aor withdrawal date) is of a registration statement, for an underwritten offeringpublic offering of the Company's Common Stock. The Shareholder shall enter into an underwriting agreement with the managing or lead managing underwriter in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. If the Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing or lead managing underwriter. Any Registrable Securities so withdrawn from such underwriting shall be withdrawn from such registration. Whenever a registration is demanded pursuant to this Section 1, unless a managing or lead managing underwriter (if there is one) objects thereto, the Holders Company may include in such registration securities for offering by the Company and any other holder of a majority securities, it being understood, however, that the Company's right of the Registrable Securities to be included inclusion in such registration shall be entitled to select subordinate to, and not pari passu with, the underwriter or rights of the Shareholder. If the managing underwriter (thereof determines that the total number of shares of the Common Stock to be sold in such offering shall be limited due to market conditions or otherwise, the reduction in the case total number of a syndicated offeringshares offered shall be made by first excluding any shares of selling stockholders who are not holders of contractual rights to have such shares registered under the Securities Act, then, if necessary, by reducing the total number of shares to be sold by the Company, and then, if necessary, by excluding pro rata (based on the number of registrable securities held) the registrable securities to be sold by all holders of such offeringdemand registration rights.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Purchaser and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (ef) of this Section 10) that, subject to the availability of audited financial statements complying with Regulation S-X under the Act, upon written request of the then Holder(s) of at least a majority of the aggregate of Warrants or the Registrable Securities Securities, or both, which were originally issued on to the date hereof to Strasbourger Purchaser or its designees, made at any time within the period commencing one year and ending five years after the Effective Datedate of this Agreement, the Company will file as promptly as practicable and, in any event, within 45 60 days after receipt of such written request, at its sole expenseexpense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement registration statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any other such Holder unless that other Holder unless such other Holder shall accept accepts such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause such registration statement to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable (but in no event later than 90 days following the initial filing of such registration statement) and to file amendments or supplements to such registration statement and for a period of two years 24 months thereafter to reflect in the Amendment, Registration Statement or Offering Statement registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or or material change in the information set forth in the Amendment, Registration Statement or Offering Statement registration statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrantsperiod required by Section 10(a)(3). If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.a

Demand Registration Rights. The Company covenants and agrees with Strasbourger -------------------------- Cruttenden and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) Warrants and/or Warrant Shares that, upon on one occasion, within 60 days after receipt of a written request from Cruttenden or from Holders of the then Holder(s) of at least a majority more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Agreement that Cruttenden or such Holders of the Registrable Securities which were originally issued on Warrants and/or Warrant Shares desires and intends to transfer more than 25% in interest of the date hereof to Strasbourger or its designeesaggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, made at any time within the period commencing one year and ending five years after meaning of the Effective DateAct, will be involved, the Company will shall, on that one occasion, file as promptly as practicable anda registration statement (and use its best efforts to cause such registration statement to become effective under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); provided, however, that the -------- ------- Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in any eventthe opinion of counsel to the Company reasonably acceptable to the Holder or Holders, within 45 days after receipt of from whom such written requestrequests have been received, at its sole expense, no more than once, registration under the Act is not required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post- effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (the "Amendment") and use its best efforts to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") cause such amendment to become effective under the Act, registering or qualifying )). Notwithstanding the Registrable Securities for sale. Within fifteen (15) days after receiving any such noticeforegoing, the Company shall give notice not be obligated to file a registration statement with respect to the other Holders Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the Registrable Securities advising request for registration is made if the Board of Directors determines in good faith that such registration or post- effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is proceeding with such Amendmentin possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the effective date of the Company's Registration Statement or Offering Statement and offering to include therein on Form SB-2 (File No. 333-__) (the Registrable Securities of such Holders"Effective Date"). The Company shall not be obligated required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares -------- ------- are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other Holder unless such other Holder shall accept such offer by notice in writing securities, or (ii) to cause any registration statement with respect to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause Warrant Shares to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant prior to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger WarrantsInitiation Date. If any All expenses of registration pursuant to this paragraph Section 15.1 shall be borne by the Company (a) is excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated pursuant to this Section 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an underwritten offering, undertaking to the Holders Company that such Holder intends to exercise Warrants representing the number of a majority of the Registrable Securities Warrant Shares to be included in such registration shall be entitled statement prior to select the underwriter or managing underwriter (in consummation of the case public offering with respect to such Warrant Shares. In addition, such Holder of a syndicated offering) Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such offeringWarrant Shares.

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders Pursuant to the provisions of Section 18.1 of the Registrable Securities Agreement, each of Koor or Clal (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Dateeach, the Company will file as promptly as practicable and, “Exercising Shareholder”) may request in writing that all or part (but in any event, no less than a number of shares representing a market value of at least 15$ million United States Dollars) of the shares it holds in ECI (the “Shares”) shall be registered with the Securities and Exchange Commission pursuant to a registration statement under the U.S. Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Act”). ECI will within 45 twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to the other Exercising Shareholders, and include in such registration all Shares held by such Exercising Shareholder if it wishes to participate in such registration and provides ECI with written requests for inclusion therein within fifteen (15) days after the receipt of ECI’s notice. Thereupon, ECI shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Exercising Shareholder’s Shares as are specified in such request, together with all or such portion of the Shares of any other Exercising Shareholder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from ECI. ECI shall as soon as practicable, and in any event shall use its best efforts to effect within 90 days of the receipt of such request, the registration of all Shares as to which it has received a request for registration for trading on the securities exchange, provided, however, that ECI shall not be required to effect any registration under this Exhibit within a period of one hundred and twenty (120) days following the effective date of any previous registration. Notwithstanding any other provision of this Exhibit, if the registration effected under this Exhibit is an underwritten registration, and the managing underwriter in such registration advises ECI and the Exercising Shareholder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, any of the Shares. In the event both Koor and Clal exercise their Registration Rights simultaneously, such underwriter cutbacks shall be applied to both, pro-rata to their respective holdings in ECI at such time. ECI shall not cause any other registration of securities for sale for its sole expense, no more own account (other than once, a post-effective amendment (the "Amendment"registration effected solely to implement an employee benefit plan) to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement become effective less than one hundred twenty (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15120) days after receiving the effective date of any such notice, the Company shall give notice registration requested pursuant to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holdersthis Exhibit. The Company ECI shall not be obligated required to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten complete more than one (101) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors registration under this Exhibit for Clal and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and one (1) registration for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offeringKoor.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Underwriter and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger the Underwriter or its designees, made at any time within the period commencing one 8 10 year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the Amendment, Registration Statement or Offering Statement to enable information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Underwriter Warrants to either sell such Strasbourger Underwriter Warrants or to exercise such Strasbourger Underwriter Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Underwriter Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years at least twelve months thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said twotwelve-year month period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.

Demand Registration Rights. (i) The Company covenants and agrees with Strasbourger the Agent and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (ef) of this Section 10) that, upon the written request of the then Holder(s) of Warrants, Registrable Securities or both, representing at least a majority of the aggregate shares of Common Stock underlying the Registrable Securities which were Warrants originally issued on in the date hereof aggregate to Strasbourger the Agent or its designees, made at any time within before the period commencing one year and ending five years after the Effective Warrant Expiration Date, the Company will file as promptly as practicable and, in any event, within 45 sixty (60) days after receipt of such written request, at its sole expenseexpense (other than (x) all underwriters', broker-dealers', placement agents' and similar selling discounts, commissions and fees relating to the sale of the Holder's Registrable Securities, (y) any costs and expenses of counsel, accountants or other advisors retained by the Holder and (z) all transfer, franchise, capital stock and other taxes, if any, applicable to the Holder's Registrable Securities (collectively, "Holders' Expenses"), all of which shall be paid by the Holder), no more than onceonce (except as otherwise provided below), a post-effective amendment (the "Amendment") to the Registration Statementregistration statement on Form S-1, or X-0 xx a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") successor form under the Act, registering or qualifying the Registrable Securities for salesale in accordance with the intended method of sale or other disposition described in such request. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the outstanding Warrants or Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement registration statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any other such Holder unless that other Holder unless such other Holder shall accept accepts such offer by notice in writing to the Company within ten twenty (1020) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause such registration statement to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable (but in any event within ninety (90) days of the initial filing of such registration statement) and for a period of two years twelve (12) months thereafter to reflect in the Amendment, Registration Statement or Offering Statement registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or or material change in the information set forth in the Amendment, Registration Statement or Offering Statement registration statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares Registrable Securities registered to sell such Shares, during said two-year periodRegistrable Securities. The Holders may sell register the Registrable Securities for sale pursuant to the Amendment, Registration Statement or the Offering Statement registration statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.

Demand Registration Rights. The Company covenants For five years following the date on which the Indebtedness is converted into Unilens USA Shares, and agrees with Strasbourger and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request receipt from UPI specifying the number of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof Unilens USA Shares that UPI desires to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment register for public sale (the "AmendmentRegistration Shares") to ), Unilens promptly shall prepare and file with the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement Securities and Exchange Commission (an the "Offering StatementSEC") under the Securities Act of 1993 ("the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15") days after receiving any such notice, the Company shall give notice to the other Holders a registration statement covering a public offering of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement Shares and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, efforts to file and cause the registration statement to become effective such Amendment, Registration Statement or Offering Statement as promptly soon as practicable is practicable. UPI shall pay all costs and for a period of two years thereafter expenses incident to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) UPI's demand registration. If Unilens is required to register any of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Unilens USA Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph Agreement, it shall: (a1) is an underwritten offeringnot grant to anyone any registration rights of any kind, other than registration rights that are on parity with, or subordinate to, the Holders of a majority registration rights granted to UPI in this Agreement; (2) keep the registration statement current and effective until the date UPI notifies Unilens that all the Unilens USA Shares included in the registration statement have been sold; (3) immediately amend or supplement the prospectus upon notice from UPI that the amendment or supplement is necessary to make the prospectus not misleading; (4) promptly file all documents required to be filed by it with the SEC; (5) refrain from filing any document with the SEC if it does not comply with the Act; (6) upon UPI's request, furnish to UPI two complete copies of the Registrable Securities registration statement and any prospectus; (7) upon UPI's request, take all action necessary to be qualify any Unilens USA Shares included in such the registration shall be entitled to select for offer and sale under the underwriter "blue sky" or managing underwriter (in the case securities laws of a syndicated offering) of such offering.those states that UPI designates in

Demand Registration Rights. The At any time and from time to time on or after the Effective Date the holders of (x) a majority-in-interest of the Lock-up Shares held by Company covenants and agrees with Strasbourger and any other affiliates, on the one hand, or subsequent Holders (y) a majority-in-interest of the Registrable Securities held by the other Investors, on the other, as the case may be, and/or their respective transferees, may make a written demand, on no more than two occasions in any twelve month period, for registration under the Securities Act on Form S-1 (as defined in paragraph (e) of this Section 10) that, upon written request of except if the Company is then Holder(s) of at least a majority of the aggregate of eligible to register the Registrable Securities which were originally issued on Form S-3, then such registration shall be on Form S-3) of all or part of their Registrable Securities, as the date hereof case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to Strasbourger or its designeesbe sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, made at any time within the period commencing one year and ending five years (5) days after the Effective Date, receipt by the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written requestDemand Registration, at its sole expense, no more than onceand each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a post-effective amendment (“Demanding Holder”) shall so notify the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within Company within fifteen (15) days after receiving the receipt by the holder of the notice from the Company. Upon any such noticerequest, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Upon receipt of a Demand Registration (a) the Company agrees to file a Registration Statement with the Commission with respect to such Demand Registration not later than thirty (30) days after the receipt by the Company of such Demand Registration (the “Filing Deadline”) or (b) if a Registration Statement with respect to the Registerable Securities has been previously declared effective, the Company shall give notice use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until such time as there are no Registrable Securities outstanding. The Company agrees to pay the Investors a cash penalty of $10,000 per day (x) for each day beyond the Filing Deadline for which it has failed to file such Registration Statement with the Commission or (y) if a Registration Statement with respect to the other Holders of the Registrable Registerable Securities advising has previously been declared effective, for each day that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein is not continuously effective under the Registrable Securities of Act, until such Holderstime as there are no Registerable Securities outstanding. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period effect more than an aggregate of two years thereafter to reflect (2) Demand Registrations per calendar year under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offeringforegoing, the Holders of a majority of Underwriter and its related persons may not have more than one Demand Registration at the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.Company’s expense. 106

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Placement Agent and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (ef) of this Section 10) that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Securities Act, upon written request of the then Holder(s) of at least a majority of the aggregate of Warrants or the Registrable Securities Securities, or both, which were originally issued on to the date hereof to Strasbourger Placement Agent or its designees, made at any time within the period commencing one year on the Settlement Date and ending five years after the Effective Closing Date, the Company will file as promptly as practicable and, in any event, within 45 60 days after receipt of such written request, at its sole expenseexpense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to the Registration Statementa registration statement, or a new Registration Statement registration statement or a Regulation A Offering Statement (an "Offering Statement") under the Securities Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement registration statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement registration statement or Offering Statement as promptly as practicable and for a period of two years nine months thereafter to reflect in the Amendment, Registration Statement registration statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Securities Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement registration statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said twonine-year month period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement registration statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering, subject to the Company's approval which shall not be unreasonably withheld.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Underwriter and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger the Underwriter or its designees, made at any time within the period commencing one year two years and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the Amendment, Registration Statement or Offering Statement to enable information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Underwriter Warrants to either sell such Strasbourger Underwriter Warrants or to exercise such Strasbourger Underwriter Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Underwriter Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Representatives and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) Warrants and/or Warrants Shares that, upon on two occasions, within 60 days after receipt of a written request from the Representatives or from Holders of the then Holder(s) of at least a majority more than 50% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Agreement that the Registrable Securities which were originally issued on Representatives or such Holders of the date hereof Warrants and/or Warrant Shares desire and intend to Strasbourger or its designeestransfer more than 50% in interest of the aggregate number of the Warrant Shares under such circumstances that a public offering, made at any time within the period commencing one year and ending five years after meaning of the Effective DateAct, will be involved, the Company will shall, on those two occasions, file as promptly as practicable anda registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); provided, however, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in any eventthe opinion of counsel to the Company reasonably acceptable to the Holder or Holders, within 45 days after receipt of from whom such written requestrequests have been received, at its sole expense, no more than once, registration under the Act is not required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the "Amendment") Company shall promptly file such post-effective amendment (and use its reasonable best efforts to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") cause such amendment to become effective under the Act, registering or qualifying )). Notwithstanding the Registrable Securities for sale. Within fifteen (15) days after receiving any such noticeforegoing, the Company shall give notice not be obligated to file a registration statement with respect to the other Holders Offered Warrant Shares on more than two occasions. The Company may defer the preparation and filing of a registration statement for up to 120 days after the Registrable Securities advising request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is proceeding with such Amendmentin possession of material inside information concerning the Company or its securities, Registration Statement or Offering Statement and offering which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to include therein register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the Registrable Securities effective date of such Holdersthe Company's registration statement on Form S-1 (File No. 333-47045) (the "Effective Date"). The Company shall not be obligated required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other Holder unless such other Holder shall accept such offer by notice in writing securities, or (ii) to cause any registration statement with respect to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause Warrant Shares to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant prior to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger WarrantsInitiation Date. If any All expenses of registration pursuant to this paragraph Section 15.1 shall be borne by the Company (a) is excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated pursuant to this Section 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an underwritten offering, undertaking to the Holders Company that such Holder intends to exercise Warrants representing the number of a majority of the Registrable Securities Warrant Shares to be included in such registration shall be entitled statement prior to select the underwriter or managing underwriter (in consummation of the case public offering with respect to such Warrant Shares. In addition, such Holder of a syndicated offering) Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such offeringWarrant Shares.

Demand Registration Rights. The Company covenants and agrees with Strasbourger AAI and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 1012) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger AAI or its designeestheir designee, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "“Amendment"”) to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "“Offering Statement"”) under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years at least twelve months thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(312(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said twotwelve-year month period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offeringoffering provided that such selection shall be reasonably acceptable to the Company.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Underwriter and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger the Underwriter or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) 15 days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) 10 days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the Amendment, Registration Statement or Offering Statement to enable information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Underwriter Warrants to either sell such Strasbourger Underwriter Warrants or to exercise such Strasbourger Underwriter Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Underwriter Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon Upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designeesWarrants, including Shares, if issued, made at any time within the period commencing one (1) year and ending five (5) years after the Effective Dateeffective date of the Registration Statement, the Company will shall file as promptly as practicable within a reasonable period of time and, in any event, within 45 forty-five (45) days after receipt of such written request, at its sole expense, on no more than onceone occasion, a post-effective amendment (registration statement under the "Amendment") Act registering the Warrants and/or Shares for sale to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for salepublic. Within fifteen (15) 15 days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities Warrants and/or Shares advising that the Company is proceeding with such Amendmentregistration statement, Registration Statement or Offering Statement and offering to include therein the Registrable Securities Warrants and/or Shares of such other Holders. The Company shall not be obligated to so include the Warrants and/or Shares of any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafterafter receipt of such notice from the Company. No Without the consent of each Holder who elects to include Warrants and/or Shares in such registration (which consent may be unreasonably withheld), no other securities of the Company shall be entitled to be included participate in such Amendment, Registration Statement or Offering Statementregistration. The Company will shall use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement registration statement as promptly as practicable and for a period of two years one (1) year thereafter to reflect in the Amendment, Registration Statement or Offering Statement registration statement financial statements which that are prepared in accordance with Section section 10(a)(3) of the Act and any facts or events arising that, individually, individually or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement registration statement to enable any Holders of the Strasbourger Warrants to either exercise Warrants and/or sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of the underlying Shares to sell such Shares, during said twoone-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) section 13.1 is an underwritten offering, the Company will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the Holders of a majority of the Registrable Securities Warrants and/or Shares to be included in such registration shall registration, such approval not to be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offeringunreasonably withheld.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Representatives and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (eWarrant Holder(s) or registered holder(s) of this Section 10Shares or registered holder(s) of other securities for which the Representatives' Warrants become exercisable (collectively, the "Holders" and each a "Holder") that, upon written request (a "Registration Request") of the then Holder(s) of at least a majority of the aggregate of securities issued and issuable pursuant to the Registrable Securities Representatives' Warrants, including Shares or other securities for which were originally issued on the date hereof to Strasbourger or its designeesRepresentatives' Warrants become exercisable, if issued, made at any time within the period commencing one year on the first anniversary of the Effective Date and ending five years after at the Close of Business on the date immediately preceding the fifth anniversary of the Effective Date, the Company will file as promptly soon as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, and at the Holders' expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement registration statement or a Regulation A Offering Statement offering statement (an "Offering Statement"as requested by the Holders) under the Act, registering or qualifying the Registrable Securities Shares or other securities for which the Representatives' Warrants become exercisable for sale. Within fifteen (15) 15 days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement registration statement or Offering Statement Regulation A offering statement and offering to include therein the Registrable Securities Shares or other securities for which the Representatives' Warrants become exercisable of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) 10 days thereafter. No other securities after receipt of such notice from the Company shall be entitled to be included in such Amendment, Registration Statement or Offering StatementCompany. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement registration statement or Offering Statement Regulation A offering statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement registration statement or Offering Statement Regulation A offering statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, individually or in the aggregate, represent a fundamental and/or or material change in the information set forth in the Amendment, Registration Statement registration statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger WarrantsRegulation A offering statement. If any registration pursuant to this paragraph (a) is an underwritten offering, the Company will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the Holders of a majority of the Registrable Securities Representatives' Warrants or Shares or other securities for which the Representatives' Warrants become exercisable to be included in such registration. Notwithstanding the foregoing, the Company may postpone the filing of such registration shall be entitled to select statement or offering statement for a reasonable period of time after receipt of the underwriter or managing underwriter original written Registration Request (not exceeding 90 days) if, in the case good faith opinion of the Company's Board of directors, effecting the registration would adversely affect a syndicated offering) material or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company. Further, the Company may include in such offeringregistration other securities of the same class as the Shares for sale for its own account or for the account of any other person.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Underwriters and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (ef) of this Section 10) that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Act, upon written request of the then Holder(s) of at least a majority of the aggregate of Warrants or the Registrable Securities Securities, or both, which were originally issued on to the date hereof to Strasbourger Underwriters or its their designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 60 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such AmendmentAmendment or registration statement, Registration Statement or Offering Statement as applicable and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities after receipt of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statementnotice. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement Amendment or Offering Statement registration statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement Amendment or Offering Statement registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement Amendment or Offering Statement registration statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-two year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering, subject to the Company's approval which shall not be unreasonably withheld.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Representative and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (ef) of this Section 10) that, subject to the availability of audited financial statements complying with Regulation S-X under the Act, upon written request of the then Holder(s) of at least a majority of the aggregate of Warrants or the Registrable Securities Securities, or both, which were originally issued on to the date hereof to Strasbourger Representative or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 60 days after receipt of such written request, at its sole expenseexpense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement registration statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any other such Holder unless that other Holder unless such other Holder shall accept accepts such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause such Amendment or registration statement to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable (but in no event within 90 days of the initial filing of such Amendment or registration statement) and for a period of two years 24 months thereafter to reflect in the Amendment, Registration Statement Amendment or Offering Statement registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or or material change in the information set forth in the Amendment, Registration Statement Amendment or Offering Statement registration statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.

Demand Registration Rights. The Company covenants intends to prepare and agrees with Strasbourger file a Registration Statement under the Securities Act of 1933, as amended (the "Act"), relating to the initial public offering of the Company's Common Stock and Warrants to purchase Common Stock (the "Public Offering"), and to use its best efforts to cause such Registration Statement to become effective within twelve months following the initial closing date of the Bridge Financing. The Holder may, at any other time, but not before one (1) year after the consummation of the Public Offering, request in writing that the Company register the Registrable Securities (which request shall specify the Registrable Securities intended to be sold or subsequent Holders disposed of by the Holder and shall state the intended method of disposition of such Registrable Securities by the prospective seller), and the Company shall use its best efforts to cause all of the Registrable Securities (of the Holder to be registered under the Act as defined in paragraph (e) soon as practicable following receipt of this Section 10) that, upon the written request of the then Holder(sHolder for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) of at least a majority of by the aggregate prospective seller or sellers of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of so registered. Any such written requestRegistration Statement may, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders option of the Registrable Securities advising that the Company is proceeding with such AmendmentCompany, Registration Statement include other shares of Common Stock or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company to be sold by the Company or other security holders. The Holder shall be entitled limited to one (1) registration request. Notwithstanding anything to the contrary provided herein, the Company may postpone for a reasonable period (not exceeding 135 days) the filing of any Registration Statement otherwise required to be included filed hereunder if the Company determines, in its sole discretion, that such Amendmentregistration could interfere with any material transaction involving the Company, or require premature disclosure thereof, or if the Company would be required to undergo an interim audit in order to effect such registration. Notwithstanding anything to the contrary provided herein, the Company shall not be required to file any Registration Statement or Offering Statement. The Company will use its best effortswith respect to any Registrable Securities if, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective at the time such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in would be effective, the Amendment, Registration Statement or Offering Statement financial statements which are prepared Holder could sell in accordance with Section 10(a)(3the provisions of Rule 144 (or any successor or supplemental rule) of under the Act and any facts or events arising thatthe number of Registrable Securities that the Holder proposes to register or, individuallyif, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders opinion of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant counsel to the AmendmentCompany, Registration Statement or such shares otherwise may be publicly sold without registration under the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offeringAct.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Underwriters and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (ef) of this Section 10) that, subject to the availability of audited financial statements complying with Regulation S-X under the Act, upon written request of the then Holder(s) of at least a majority of the aggregate of Warrants or the Registrable Securities Securities, or both, which were originally issued on to the date hereof to Strasbourger Underwriters or its their designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 60 days after receipt of such written request, at its sole expenseexpense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement registration statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any other such Holder unless that other Holder unless such other Holder shall accept accepts such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause such registration statement to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable (but in no event within 90 days of the initial filing of such registration statement) and for a period of two years 24 months thereafter to reflect in the Amendment, Registration Statement or Offering Statement registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or or material change in the information set forth in the Amendment, Registration Statement or Offering Statement registration statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said twothat nine-year month period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering, subject to the Company's approval which shall not be unreasonably withheld.

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders Upon written request by holders of Registrable Securities representing in the aggregate at least 25 percent of the total number of Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") that have not been registered under the Securities Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice use its best efforts to effect the other Holders registration under the Securities Act and registration or qualification under all applicable state securities laws of the Registrable Securities, as requested by the holders of Registrable Securities, all as provided in the following provisions of this Section 9. Holders of Registrable Securities advising that may require the Company to effect no more than two registrations under the Securities Act, in the aggregate, upon the request of the holders of Registrable Securities pursuant to this Section 9.1. Except as set forth in Section 9.6 below, any registration which is not declared effective pursuant to the Securities Act or which does not remain effective as required by Section 9.5(a) below shall not constitute one of the two registrations which the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering obligated to include therein the Registrable Securities of such Holderseffect pursuant to this Section 9.1. The Company shall not be obligated to take any action to effect any such other Holder registration, qualification or compliance pursuant to this Section 9.1, (a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such other Holder shall accept such offer jurisdiction and except as may be required by notice in writing the Securities Act, (b) prior to the Company within ten earlier of: (10i) days thereafter. No other January 31, 2002 or (ii) twelve months after the effective date of the registration statement pertaining to the first Public Offering of securities of the Company shall be entitled for its own account (the "Initial Public Offering") (other than a registration relating solely to be included in such Amendmenta Rule 145 transaction or a registration relating solely to employee benefit plans), Registration Statement or Offering Statement. The Company will use its best efforts(c) during the 180 day period commencing with the effective date of a Public Offering, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in (d) if at the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) time of the Act and any facts request to register Registrable Securities the Company gives notice within 30 days of such request that it is engaged or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement has fixed plans to enable any Holders engage within 30 days of the Strasbourger Warrants time of the request in a Public Offering as to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The which the Holders may sell the include Registrable Securities pursuant to Section 9.3 hereof, (e) where aggregate gross proceeds would be less than $10,000,000, or (f) for so long as the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration Company has not previously registered its shares of Common Stock pursuant to this paragraph (aSection 13 or Section 15(d) is an underwritten offering, the Holders of a majority of the Registrable Securities Exchange Act, if the Company shall furnish to the initiating holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders for such registration statement to be included in filed and it is therefore appropriate to defer the filing of such registration shall statement, in which case the Company may direct that such request for registration be entitled delayed for a period not in excess of 120 days, such right to select delay a request to be exercised by the underwriter or managing underwriter (Company not more than once in the case of a syndicated offering) of such offeringany 12-month period.

Demand Registration Rights. The Company covenants and agrees with Strasbourger ADAR and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (ef) of this Section 10) that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Securities Act, upon written request of the then Holder(s) of at least a majority of the aggregate of Warrants or the Registrable Securities Securities, or both, which were originally issued on the date hereof to Strasbourger ADAR or its designees, made at any time within the period commencing one year and ending five years after the Effective Closing Date, the Company will file as promptly as practicable and, in any event, within 45 60 days after receipt of such written request, at its sole expenseexpense (other than the fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to the Registration Statementa registration statement, or a new Registration Statement registration statement which shall be on Form S-3 if the Company is then eligible to use Form S-3, or a Regulation A Offering Statement (an "Offering Statement") under the Securities Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement registration statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement registration statement or Offering Statement as promptly as practicable and for a period of two years nine months thereafter to reflect in the Amendment, Registration Statement registration statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Securities Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement registration statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said twonine-year month period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering, subject to the Company's approval which shall not be unreasonably withheld.

Demand Registration Rights. The If, at any time during the period commencing on the Issue Date and ending five (5) years thereafter, the Company covenants shall receive a written request (a "Request"), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the "Majority Holders"), to register the sale of all or part of such Registrable Securities, the Company shall, as promptly as practicable, prepare and agrees file with Strasbourger the Securities and any other or subsequent Holders Exchange Commission ("SEC") a registration statement sufficient to permit the public offering and sale of the Registrable Securities (as defined in paragraph (e) through the facilities of this Section 10) thatall appropriate securities exchanges and the over-the-counter market, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof and will use its best efforts through its officers, directors, auditors, and counsel to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file cause such registration statement to become effective as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (practicable; provided that the "Amendment") Company shall only be obligated to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the register Registrable Securities for saleon two (2) occasions pursuant to this Section 8(b). Within fifteen five (155) business days after receiving any such noticerequest contemplated by this Section 8(b), the Company shall give written notice to all the other Holders Holders, advising each of the Registrable Securities advising them that the Company is proceeding with such Amendment, Registration Statement or Offering Statement registration and offering to include therein all or any portion of any such other Holder's Registrable Securities, provided that the Registrable Securities Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of such Holdersthe Company's notice. The Notwithstanding anything contained in this Section 8(b) to the contrary: ( i ) no person may make a Request that the Company file, nor shall not the Company be obligated to file, a registration statement on any such other Holder unless such other Holder shall accept such offer date that is within ninety (90) days of the effective date of any registration Statement filed by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled and pursuant to be included in which such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared person was given full "piggyback" registration rights in accordance with Section 10(a)(38(c) of hereof including without limitation the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement ability to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the include all Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities Securities' requested to be included in therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such registration shall be entitled to select Request (A) the underwriter Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or managing underwriter (B) the Company notifies the person making the Request that the Board of Directors of the Company has determined that a material event has occurred that has nor been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of a syndicated offeringclause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such offeringcontemplated registration statement or the expiration of such ninety (90) day period, register me securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the request unless such request is withdrawn.

Demand Registration Rights. The Company covenants and agrees with Strasbourger Cruttenden and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) Warrants and/or Warrant Shares that, upon on one occasion, within 60 days after receipt of a written request from Cruttenden or from Holders of the then Holder(s) of at least a majority more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Agreement that Cruttenden or such Holders of the Registrable Securities which were originally issued on Warrants and/or Warrant Shares desires and intends to transfer more than 25% in interest of the date hereof to Strasbourger or its designeesaggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, made at any time within the period commencing one year and ending five years after meaning of the Effective DateAct, will be involved, the Company will shall, on that one occasion, file as promptly as practicable anda registration statement (and use its best efforts to cause such registration statement to become effective under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); provided, however, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in any eventthe opinion of counsel to the Company reasonably acceptable to the Holder or Holders, within 45 days after receipt of from whom such written requestrequests have been received, at its sole expense, no more than once, registration under the Act is not required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the "Amendment") Company shall promptly file such post-effective amendment (and use its best efforts to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") cause such amendment to become effective under the Act, registering or qualifying )). Notwithstanding the Registrable Securities for sale. Within fifteen (15) days after receiving any such noticeforegoing, the Company shall give notice not be obligated to file a registration statement with respect to the other Holders Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the Registrable Securities advising request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is proceeding with such Amendmentin possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the effective date of the Company's Registration Statement or Offering Statement and offering to include therein on Form SB-2 (File No. 333-__________) (the Registrable Securities of such Holders"Effective Date"). The Company shall not be obligated required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other Holder unless such other Holder shall accept such offer by notice in writing securities, or (ii) to cause any registration statement with respect to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause Warrant Shares to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant prior to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger WarrantsInitiation Date. If any All expenses of registration pursuant to this paragraph Section 15.1 shall be borne by the Company (a) is excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated pursuant to this Section 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an underwritten offering, undertaking to the Holders Company that such Holder intends to exercise Warrants representing the number of a majority of the Registrable Securities Warrant Shares to be included in such registration shall be entitled statement prior to select the underwriter or managing underwriter (in consummation of the case public offering with respect to such Warrant Shares. In addition, such Holder of a syndicated offering) Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such offeringWarrant Shares.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Representatives and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) Warrants and/or Warrants Shares that, upon on one occasion, within 60 days after receipt of a written request from the Representatives or from Holders of the then Holder(s) of at least a majority more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Agreement that the Registrable Securities which were originally issued on Representatives or such Holders of the date hereof Warrants and/or Warrant Shares desires and intends to Strasbourger or its designeestransfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, made at any time within the period commencing one year and ending five years after meaning of the Effective DateAct, will be involved, the Company will shall, on that one occasion, file as promptly as practicable anda registration statement (and use its best efforts to cause such registration statement to become effective under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); provided, however, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in any eventthe opinion of counsel to the Company reasonably acceptable to the Holder or Holders, within 45 days after receipt of from whom such written requestrequests have been received, at its sole expense, no more than once, registration under the Act is not required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the "Amendment") Company shall promptly file such post-effective amendment (and use its best efforts to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") cause such amendment to become effective under the Act, registering or qualifying )). Notwithstanding the Registrable Securities for sale. Within fifteen (15) days after receiving any such noticeforegoing, the Company shall give notice not be obligated to file a registration statement with respect to the other Holders Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the Registrable Securities advising request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is proceeding with such Amendmentin possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the effective date of the Company's Registration Statement or Offering Statement and offering to include therein on Form S-1 (File No. 333-________) (the Registrable Securities of such Holders"Effective Date"). The Company shall not be obligated required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other Holder unless such other Holder shall accept such offer by notice in writing securities, or (ii) to cause any registration statement with respect to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause Warrant Shares to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant prior to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger WarrantsInitiation Date. If any All expenses of registration pursuant to this paragraph Section 15.1 shall be borne by the Company (a) is excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated pursuant to this Section 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an underwritten offering, undertaking to the Holders Company that such Holder intends to exercise Warrants representing the number of a majority of the Registrable Securities Warrant Shares to be included in such registration shall be entitled statement prior to select the underwriter or managing underwriter (in consummation of the case public offering with respect to such Warrant Shares. In addition, such Holder of a syndicated offering) Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such offeringWarrant Shares.

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders of (a) Subject to the Registrable Securities (as defined in paragraph (e) provisions of this Section 101.1, at any time after the date hereof, Purchasers holding (i) that, upon written request shares of the then Holder(sCompany's Common Stock, $.001 par value (the "Common Stock") issued or issuable upon the conversion of at least a majority $5 million in aggregate liquidation preference of Series I Convertible Preferred Stock (the "Series I Preferred Stock") issued by the Company to certain of the aggregate Purchasers pursuant to the Purchase Agreement (the number of such shares being the "Registration Threshold Number"), or (ii) the Registration Threshold Number of shares of Common Stock which holders had the benefit of registration rights prior to the Company's January 13, 2003 bankruptcy filing and which shares of Common Stock cannot be resold pursuant to Rule 144(k) promulgated under the Securities Exchange Act of 1934 (the "Prior Registrable Common Stock," and collectively with the Series I Preferred Stock, the "Securities"), may request registration for sale under the Securities Act of 1933, as amended (the "Act"), of all or part of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 Securities. Within ten days after receipt of such written requestdemand notice, at the Company shall notify the other holders of Securities that a demand registration request has been made. Within 15 days after such notification is sent by the Company, any holder of Securities (a "Joining Holder") may request participation in the registration demanded. After such fifteenth day, the Company shall, as expeditiously as practicable, notify the other holders of the Securities that such registration has been requested and use its sole expense, no more than once, a post-effective amendment best efforts (i) to file with the Securities and Exchange Commission (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering StatementSEC") under the Act, registering a registration statement on the appropriate form (using Form S-3 or qualifying other "short form," if available) covering all the Registrable Securities for saleshares of Common Stock specified in the demand request and any request made by a Joining Holder and (ii) to cause such registration statement to be declared effective. Within fifteen (15) days after receiving The Company shall use its best efforts to cause each offering pursuant to this Section 1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter. If the managing underwriter advises the Company or any holder electing to participate in the demand registration offering, as the case may be, in writing that in their opinion the amount of common stock requested to be included in such noticeregistration exceeds the amount which can be sold effectively in such offering, the Company common stock to be included shall give notice be reduced pro rata among the electing holders based on the number of shares of common stock each requested to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holdershave included. The Company shall not be obligated required to comply with more than two (2) requests by Purchasers for demand registration pursuant to this Section 1.1(a). The Company shall not be required to keep any such other Holder unless such other Holder registration statement effective in excess of 60 days after it is declared effective by the SEC or after completion of the distribution of the Common Stock so registered, whichever is earlier. The Company shall accept such offer by notice in writing not be required to effect a demand registration under the Act pursuant to Section 1.1(a) above if (i) the Company receives such request for registration within ten (10) 120 days thereafter. No other preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company shall be entitled approved by the Company's Board of Directors prior to be included in the Company's receipt of such Amendmentrequest; (ii) within 180 days prior to any such request for registration, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period registration of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) securities of the Act and any facts Company has been effected in which Purchasers had the right to participate pursuant to Section 1.2 hereof; or events arising that, individually(iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the Company, or in a merger, reorganization, recapitalization, or similar transaction materially affecting the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement capital structure or Offering Statement to enable any Holders equity ownership of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell SharesCompany; provided, or to enable any holders of Shares to sell such Shareshowever, during said two-year period. The Holders that the Company may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any only delay a demand registration pursuant to this paragraph Section 1.1(a)(iii) for a period not exceeding 90 days (a) or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchasers in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(a), which notice shall set forth in reasonable detail the reason for such decision and shall include an underwritten offering, undertaking by the Holders of Company promptly to notify Purchasers as soon as a majority of the Registrable Securities to demand registration may be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offeringeffected.

Demand Registration Rights. The (a) At any time after March 31, 2001 and prior to the Termination Date, the Holders or any one or more of them may request (each Holder making a request for registration pursuant to this Section 3 or pursuant to Section 4 being referred to in either case as a "Requesting Holder" and collectively as the "Requesting Holders") in writing that the Company covenants and agrees with Strasbourger and any other file a registration statement under the Securities Act covering the registration of all or subsequent Holders a part of the shares of Registrable Securities then beneficially owned by such Requesting Holders (as defined in paragraph a "Demand Registration"); provided, however, that (ei) of the Company shall have no obligation to file a registration statement for a Demand Registration pursuant to this Section 10) that3 unless the Requesting Holders, upon written together with the Holders who request the registration of additional shares of Registrable Securities pursuant to the following sentence, request the registration of Registrable Securities having an aggregate Fair Market Value of at least $50 million calculated as of the date the request of the then Holder(sRequesting Holders is received by the Company; (ii) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to effect more than (A) one Demand Registration in any such other Holder unless such other Holder shall accept such offer by notice twelve-month period, or (B) three Demand Registrations in writing total prior to the Company within Termination Date; and (iii) the registration statement relating to the first Demand Registration shall not be declared effective by the Commission before the Lock-up Expiration Date. Within ten (10) days thereafter. No other securities of the receipt of such request, the Company shall be entitled give written notice of such request to be included in such Amendment, Registration Statement or Offering Statement. The Company will all other Holders and shall use its reasonable best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, efforts to file and cause to become effective such Amendment, Registration Statement or Offering Statement effect as promptly soon as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared registration under the Securities Act in accordance with Section 10(a)(36 hereof (including, without limitation, the execution of an undertaking to file post-effective amendments) of all shares of Registrable Securities which the Act and any facts or events arising Holders request be registered within 30 days after the mailing of such notice; provided, however, that, individuallyin the case of any registration statement relating to a Demand Registration that is filed prior to the first anniversary of the Lock-up Expiration Date, or the Company shall not be required to register more than 50% of the Registrable Securities outstanding on the Lock-up Expiration Date, and that if Holders, in the aggregate, represent a fundamental and/or material change in request the information set forth in registration of more than such number of Registrable Securities, then the Amendment, Registration Statement or Offering Statement to enable any Holders amount of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to be offered shall be reduced and allocated among such Holders on a pro rata basis based upon the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders number of a majority of the Registrable Securities that each such Holder has requested to be included in such registration shall be entitled to select statement. If the managing underwriter or managing underwriter (underwriters of such offering advises the Company that the total amount of securities which the Holders intend to include in such offering is sufficiently large to materially and adversely affect the case of a syndicated offering) success of such offering., then the amount of Registrable Securities to be offered shall be reduced and allocated among such Holders on a pro rata basis based upon the number of shares of Registrable Securities that each such Holder has requested to be included in such registration statement to the extent necessary, in the opinion of such lead managing underwriter, to reduce the total amount of securities to be included in such offering

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders of (a) Subject to the Registrable Securities (as defined in paragraph (e) provisions of this Section 10) that1.1, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger or its designees, made at any time within the period commencing one year and ending five years after the Effective Datedate hereof, Purchasers may request registration for sale under the Act of all or part of the Common Stock, no par value, of the Company will file as promptly as practicable and("Common Stock") then held by Purchasers or issuable to Purchasers pursuant to exercise of the Warrant of even date herewith, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment issued by the Company to Purchasers pursuant to the Purchase Agreement (the "AmendmentWarrant"). The Company shall thereafter, as expeditiously as practicable, use its best efforts (i) to file with the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement Securities and Exchange Commission (an the "Offering StatementSEC") under the Securities Act of 1933, as amended (the "Act"), registering a registration statement on the appropriate form (using Form S-3 or qualifying other "short form," if available) covering all the Registrable Securities for saleshares of Common Stock specified in the demand request and (ii) to cause such registration statement to be declared effective. Within fifteen (15) days after receiving any such notice, the The Company shall give notice use its best efforts to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendmentcause each offering pursuant to this Section 1.1 to be managed, Registration Statement on a firm commitment basis, by a recognized regional or Offering Statement and offering to include therein the Registrable Securities of such Holdersnational underwriter. The Company shall not be obligated required to any such other Holder unless such other Holder comply with more than two (2) requests by Purchasers for demand registration pursuant to this Section 1.1(a). The Company shall accept such offer by notice in writing not be required to effect a demand registration under the Act pursuant to Section 1.1(a) above if (i) the Company receives such request for registration within ten (10) 120 days thereafter. No other preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company shall be entitled approved by the Company's Board of Directors prior to be included in the Company's receipt of such Amendmentrequest; (ii) within 180 days prior to any such request for registration , Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period registration of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) securities of the Act and any facts Company has been effected in which Purchasers had the right to participate pursuant to Section 1.2 hereof; or events arising that, individually(iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the Company, or in a merger, reorganization, recapitalization, or similar transaction materially affecting the aggregatecapital structure or equity ownership of the company, represent a fundamental and/or material change in including the information transactions set forth in the AmendmentLetter Agreement dated April 6, Registration Statement or Offering Statement to enable any Holders 1998 (the "Letter Agreement") among the Company, the holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants Company's Convertible Debentures and sell Shares, or to enable any the holders of Shares the Company's 11.5% Senior Subordinated Notes due 2000 and an Amendment to sell such SharesLetter Agreement among the same parties dated April 13, during said two-year period. The Holders 1998 (the "Amendment" and together with the Letter Agreement, the "Amended Letter Agreement"); provided, however, that the Company may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any only delay a demand registration pursuant to this paragraph Section 1.1(b)(iii) for a period not exceeding 90 days (a) or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchasers in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(b), which notice shall set forth in reasonable detail the reason for such decision and shall include an underwritten offering, undertaking by the Holders of Company promptly to notify Purchasers as soon as a majority of the Registrable Securities to demand registration may be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offeringeffected.

Demand Registration Rights. The Company covenants and agrees with Strasbourger and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon Upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger Representative Warrants or its designeesShares, if issued, made at any time within the period commencing one (1) year and ending five (5) years after the Effective Dateeffective date of the Registration Statement, the Company will shall file as promptly as practicable within a reasonable period of time and, in any event, within 45 sixty (60) days after receipt of such written request, at its sole expense, on no more than onceone occasion, a post-effective amendment (the "Amendment") to the Registration Statement, or a new present Registration Statement or a Regulation A Offering Statement (an "Offering Statement") new registration statement under the Act, Act registering or qualifying the Registrable Securities Shares for salesale to the public and either must be declared effective. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities Representative Warrants and/or Shares acquired upon exercise of the Representative Warrants advising that the Company is proceeding with such Amendmentpost-effective amendment or registration statement, Registration Statement or Offering Statement and offering to include therein the Registrable Securities Shares of such other Holders. The Company shall not be obligated to so include the Shares of any such other Holder unless such other Holder shall accept such offer by notice in 7 8 writing to the Company within ten (10) days thereafter. No other securities after receipt of such notice from the Company shall be entitled to be included in such Amendment, Registration Statement or Offering StatementCompany. The Company will shall use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement post-effective amendment or Offering Statement registration statement as promptly as practicable and for a period of two years ninety (90) days thereafter to reflect in the Amendment, Registration Statement post-effective amendment or Offering Statement registration statement financial statements which that are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, individually or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement post-effective amendment or Offering Statement registration statement to enable any Holders of the Strasbourger Representative Warrants to either exercise Representative Warrants and/or sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said twoninety-year day period. The If the initiating Holders may sell intend to distribute the Registrable Securities pursuant to Shares covered by their request by means of an underwriting they shall so advise the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration Company as part of their request made pursuant to this paragraph (a) is an underwritten offeringSection 12.1 and the Company shall include such information in the written notice referred to in this Section 12.1. In such event, the Holders right of a majority of the Registrable Securities any Holder to be included include its Shares in such registration shall be entitled conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Shares in such registration (unless otherwise mutually agreed upon by a majority in interest of the initiating Holders and such Holder) to select the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall, together with the Company, enter into an underwriting agreement in customary form with the underwriter or managing underwriters selected for such underwriting by a majority in interest of the initiating Holders, which underwriter (shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 12.1, if the underwriter advises the initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Shares which would otherwise be underwritten pursuant hereto, and the number of Shares that may be included in the case underwriting shall be allocated among all Holders thereof, including the initiating Holders, on a pro rata basis according to the number of Shares held by such Holders. Notwithstanding the foregoing, (i) the Company shall not be obligated to effect a syndicated offeringregistration pursuant to this Section 12.1 during the period starting with the date 60 days prior to the Company's good faith estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Company, provided that the Company is at all times during such period diligently pursuing such registration and, (ii) if the Company shall furnish to the initiating Holders requesting a registration pursuant to this Section 12.1, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefor essential to defer the filing of such offering.registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the initiating Holders; provided, however, that the Company may not utilize this right more than once in any twenty-four month period. 12.2

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Representative and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) Warrants and/or Warrants Shares that, upon on one occasion, within 60 days after receipt of a written request from the Representative or from Holders of the then Holder(s) of at least a majority more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Agreement that the Registrable Securities which were originally issued on Representative or such Holders of the date hereof Warrants and/or Warrant Shares desires and intends to Strasbourger or its designeestransfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, made at any time within the period commencing one year and ending five years after meaning of the Effective DateAct, will be involved, the Company will shall, on that one occasion, file as promptly as practicable anda registration statement (and use its best efforts to cause such registration statement to become effective under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); provided, however, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in any eventthe opinion of counsel to the Company reasonably acceptable to the Holder or Holders, within 45 days after receipt of from whom such written requestrequests have been received, at its sole expense, no more than once, registration under the Act is not required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the "Amendment") Company shall promptly file such post-effective amendment (and use its best efforts to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") cause such amendment to become effective under the Act, registering or qualifying )). Notwithstanding the Registrable Securities for sale. Within fifteen (15) days after receiving any such noticeforegoing, the Company shall give notice not be obligated to file a registration statement with respect to the other Holders Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the Registrable Securities advising request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is proceeding with such Amendmentin possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the effective date of the Company's Registration Statement or Offering Statement and offering to include therein on Xxxxx X-0 (File No. 333-_________) (the Registrable Securities of such Holders"Effective Date"). The Company shall not be obligated required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other Holder unless such other Holder shall accept such offer by notice in writing securities, or (ii) to cause any registration statement with respect to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause Warrant Shares to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant prior to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger WarrantsInitiation Date. If any All expenses of registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.this

Demand Registration Rights. The Company covenants and agrees with Strasbourger -------------------------- the Underwriters and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (ef) of this Section 10) that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Act, upon written request of the then Holder(s) of at least a majority of the aggregate of Warrants or the Registrable Securities Securities, or both, which were originally issued on to the date hereof to Strasbourger Underwriters or its their designees, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 60 days after receipt of such written request, at its sole expense, no more than once, a post-post- effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such AmendmentAmendment or registration statement, Registration Statement or Offering Statement as applicable and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities after receipt of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statementnotice. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement Amendment or Offering Statement registration statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement Amendment or Offering Statement registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement Amendment or Offering Statement registration statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-two year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering, subject to the Company's approval which shall not be unreasonably withheld.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Representative and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to Strasbourger the Representative or its designees, made at any time within the period commencing one year and ending five four years after the Effective DateDate of the Registration Statement, the Company will file as promptly as practicable and, in any event, within 45 30 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") registration statement under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) 20 days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement registration statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its reasonable best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement registration statement as promptly as practicable and maintain its effectiveness for a period of two years thereafter time until the Holder's are able to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of sell their Registrable Securities under Rule 144 under the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrantsrestriction. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offering.

Demand Registration Rights. The Company covenants and agrees with Strasbourger the Representatives and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) Warrants and/or Warrant Shares that, upon at any time and from time to time prior to the Expiration Date, within 60 days after receipt of a written request from the Representatives or from Holders of the then Holder(s) of at least a majority more than 25% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Agreement that the Registrable Securities which were originally issued on Representatives or such Holders of the date hereof Warrants and/or Warrant Shares desire and intend to Strasbourger or its designeestransfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, made at any time within the period commencing one year and ending five years after the Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt meaning of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such noticewill be involved, the Company shall give notice file a registration statement (and use its best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other Holders disposition of the Registrable Securities advising Warrant Shares (the "Offered Warrant Shares"). The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 (i) received earlier than eleven (11) months or later than five (5) years from the effective date of the Company's Registration Statement on Form S-1 (File No. 333-58351) (the "Effective Date"), (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Warrant Shares and such other securities, if any, at an aggregate price to the public of less than $1,000,000, (iii) if the Company shall defer preparation and filing of a registration statement pursuant to Section 15.1, (iv) if, in a given 12-month period, after the Company has effected one (1) such registration in any such period pursuant to this Section 15.1 unless the Company is eligible to use Form S-3 or similar short form registration statement, (v) during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration; provided that the Company is proceeding with actively employing in good faith all reasonable efforts to cause such Amendmentregistration statement to become effective, Registration Statement or Offering Statement and offering (vi) if the Offered Warrant Shares can immediately be sold pursuant to include therein Rule 144 over a period of 90 days or less except as to a Holder who owns more than one percent (1%) of the Registrable Securities of such HoldersCompany's outstanding Common Stock. The Company shall not be obligated required to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other Holder unless such other Holder securities. All expenses of one registration which is consummated pursuant to this Section 15.1 shall accept such offer be borne by notice in writing to the Company within ten (10) days thereafterexcluding underwriting discounts and commissions on Warrant Shares and fees and disbursements of counsel for any Holder). No other securities All expenses of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Strasbourger Warrants to either sell such Strasbourger Warrants or to exercise such Strasbourger Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Strasbourger Warrants. If any subsequent registration pursuant to this paragraph (a) is an underwritten offering, Section 15.1 shall be borne by the Representatives and/or the Holders requesting such registration. The Company shall be obligated pursuant to this Section 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of a majority Warrants. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the Registrable Securities public offering with respect to be included in such registration shall be entitled to select the underwriter or managing underwriter (in the case of a syndicated offering) of such offeringWarrant Shares.