Common use of Initial Mandatory Registration Clause in Contracts

Initial Mandatory Registration. Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable but in no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form F-3 covering the resale of all of the Initial Registrable Securities. In the event that Form F-3 is unavailable for such a registration, the Company shall use Form F-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with respect to any Initial Registrable Securities and that not fewer than all shares of Initial Registrable Securities must be included for registration in the Initial Registration Statement. Provided however, in the event the Company does not have sufficient Common Shares registerable for both the Initial Registrable Securities under this Agreement and the registerable securities required to be registered pursuant to the Registration Rights Agreement included in the Debt Settlement Transaction (the “Debt Settlement Registerable Securities”), the Company will first register all the Debt Settlement Registerable Securities before registering the Registerable Securities hereunder.

Initial Mandatory Registration. Promptly following The Required Holders may deliver to the Closing Company a notice (the "EXISTING REGISTRATION TERMINATION NOTICE"), a copy of which shall be delivered to the Investors, requesting that the Company withdraw the effectiveness of the registration statement on Form SB-2 designated by SEC File No. 333-140178 filed pursuant to the Amended and Restated Registration Rights Agreement and declared effective by the SEC (the "MOST RECENT REGISTRATION STATEMENT"), and the Company shall on, but not prior to, the fifth (5th) Business Day after delivery of the Existing Registration Termination Notice (the "EXISTING REGISTRATION WITHDRAWAL DATE"), withdraw the effectiveness of the Most Recent Registration Statement. The Required Holders shall be permitted to revoke the Existing Registration Termination Notice at any time prior to the Existing Registration Withdrawal Date. Upon the withdrawal of the Most Recent Registration Statement on the Existing Registration Withdrawal Date, the Company shall preparebe deemed to have satisfied its registration obligations pursuant to Sections 2(a) and 2(b) of the Amended and Restated Registration Rights Agreement as to the Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) and the Company's obligation to file an Additional Registration Statement (as defined in the Amended and Restated Registration Rights Agreement) shall be suspended until such time as the Company is permitted to file an Additional Registration Statement (as defined in the Amended and Restated Registration Rights Agreement) by the SEC without violating its registration obligations pursuant to Sections 2(a) and 2(b) of this Agreement. After the Existing Registration Termination Notice has been delivered to the Company, and, as soon as practicable but in no event later than an Investor may deliver to the Initial Filing Deadline, Company an Investor Demand requesting that the Company prepare and file with the SEC the Initial Registration Statement to register the Initial Registrable Securities beginning on Form F-3 covering the resale date which is the later of (i) five (5) months following the Effective Date (as defined in the Amended and Restated Registration Rights Agreement) of the Most Recent Registration Statement and (ii) thirty (30) days after the earlier of (x) the date substantially all of the Initial Existing Registrable SecuritiesSecurities covered by the Most Recent Registration Statement are sold and (y) the date the withdrawal of effectiveness of the Most Recent Registration Statement becomes effective with the SEC. In Upon receipt of an Investor Demand in accordance with the event that Form F-3 is unavailable for such a registrationpreceding sentence, the Company shall use Form F-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of Common Shares equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” prepare and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit B, with such modifications as may be required by law. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with respect to any Initial Registrable Securities and that not fewer than all shares of Initial Registrable Securities must be included for registration in the Initial Registration Statement. Provided however, in the event the Company does not have sufficient Common Shares registerable for both the Initial Registrable Securities under this Agreement and the registerable securities required to be registered pursuant to the Registration Rights Agreement included in the Debt Settlement Transaction (the “Debt Settlement Registerable Securities”), the Company will first register all the Debt Settlement Registerable Securities before registering the Registerable Securities hereunder.practicable but

Initial Mandatory Registration. Promptly following The Required Holders may deliver to the Closing Company a notice (the "EXISTING REGISTRATION TERMINATION NOTICE"), a copy of which shall be delivered to the Investors, requesting that the Company withdraw the effectiveness of the registration statement on Form SB-2 designated by SEC File No. 333-140178 filed pursuant to the Amended and Restated Registration Rights Agreement and declared effective by the SEC (the "MOST RECENT REGISTRATION STATEMENT"), and the Company shall on, but not prior to, the fifth (5th) Business Day after delivery of the Existing Registration Termination Notice (the "EXISTING REGISTRATION WITHDRAWAL DATE"), withdraw the effectiveness of the Most Recent Registration Statement. The Required Holders shall be permitted to revoke the Existing Registration Termination Notice at any time prior to the Existing Registration Withdrawal Date. Upon the withdrawal of the Most Resent Registration Statement on the Existing Registration Withdrawal Date, the Company shall preparebe deemed to have satisfied its registration obligations pursuant to Sections 2(a) and 2(b) of the Amended and Restated Registration Rights Agreement as to the Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) and the Company's obligation to file an Additional Registration Statement (as defined in the Amended and Restated Registration Rights Agreement) shall be suspended until such time as the Company is permitted to file an Additional Registration Statement (as defined in the Amended and Restated Registration Rights Agreement) by the SEC without violating its registration obligations pursuant to Sections 2(a) and 2(b) of this Agreement. After the Existing Registration Termination Notice has been delivered to the Company, andan Investor may deliver to the Company an Investor Demand requesting that the Company prepare and file with the SEC the Initial Registration Statement to register the Initial Registrable Securities beginning on the date which is the later of (i) five (5) months following the Effective Date (as defined in the Amended and Restated Registration Rights Agreement) of the Most Recent Registration Statement and (ii) thirty (30) days after the earlier of (x) the date substantially all of the Existing Registrable Securities covered by the Most Recent Registration Statement are sold and (y) the date the withdrawal of effectiveness of the Most Recent Registration Statement becomes effective with the SEC. Upon receipt of an Investor Demand in accordance with the preceding sentence, the Company shall prepare and as soon as practicable but in no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form F-3 SB-2 covering the resale of all the Maximum Allowable Amount of the Initial Registrable Securities. In the event that Form F-3 SB-2 is unavailable for such a registration, the Company shall use Form F-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Shares Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” "SELLING STOCKHOLDERS" and “Selling Shareholders” "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as Exhibit B, with such modifications as may be required by law. EXHIBIT B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time am on the second (2nd) Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and warrants that Cutbacks will not apply with respect to any Initial Registrable Securities and that not fewer than all shares of Initial Registrable Securities must be included for registration in the Initial Registration Statement. Provided however, in the event the Company does not have sufficient Common Shares registerable for both the Initial Registrable Securities under this Agreement and the registerable securities required to be registered pursuant to the Registration Rights Agreement included in the Debt Settlement Transaction (the “Debt Settlement Registerable Securities”), the Company will first register all the Debt Settlement Registerable Securities before registering the Registerable Securities hereunder.