Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities included in the Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) the Initial Purchasers and their counsel prior to its filing or other submission.

Mandatory Registration. The (i) Following the date hereof, the Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "applicable Filing Date")Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent shall not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of of, or otherwise pursuant to, the Preferred Stock (i) Convertible Notes or the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities initially included in the such Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereofno less than 940,924 shares. The Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval of the Initial Purchasersapproval, which approval shall not be unreasonably withheld or denieddelayed, of) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five as soon as practicable after the date hereof (45but not later than that date which is fifteen (15) days after the date of the Closing (the "Filing Date"hereof), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 3,800,000 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and the Preferred Stock Shares and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Debentures and the Preferred Stock in accordance with the terms thereof, Shares or the number Exercise Price of shares of Common Stock purchasable thereunder, the Warrants in accordance with the terms thereof. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The (i) Following the date hereof, the Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "applicable Filing Date")Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent shall not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of of, or otherwise pursuant to, the Preferred Stock (i) Convertible Note or the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities initially included in the such Registration Statement shall be allocated among no less than 9,901,574 shares, subject to adjustment for any Stock Event (as defined in the Purchasers as set forth in Section 11.11 Convertible Note) following the date hereof. The Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval of the Initial Purchasersapproval, which approval shall not be unreasonably withheld or denieddelayed, of) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The (i) Following the Shareholder Approval Date, the Company shall prepare, and, on or prior to forty-five the Filing Deadline (45) days after the date of the Closing (the "Filing Date"as defined above), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 F-3 (or, if Form S-3 F-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Buyer, which consent will not be unreasonably withheld or delayed) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock Ordinary Shares represented by ADSs as may become issuable upon conversion exercise of or otherwise pursuant to the Preferred Stock (i) Warrants to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities Ordinary Shares represented by ADSs initially included in the such Registration Statement shall be allocated among no less than the Purchasers as set forth in Section 11.11 hereofaggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants without regard to any limitation on the Buyer’s ability to exercise the Warrants. The Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the reasonable approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Buyer and their its counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five thirty (4530) days after from the date of the Closing (as defined in the "Securities Purchase Agreement) (the “Filing Date"”), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent will not be unreasonably withheld) covering the resale of all of the Registrable SecuritiesSecurities underlying the Notes issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Preferred Stock (i) Notes to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunder, initially included in accordance with such Registration Statement shall be no less than an amount equal to the terms thereofsum of the number of Conversion Shares that are then issuable upon conversion of the Notes (based on the Variable Conversion Price as would then be in effect and assuming the Variable Conversion Price is the Conversion Price at such time) without regard to any limitation on the Investor’s ability to convert the Notes. The Registrable Securities Company acknowledges that the number of shares initially included in the Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval represents a good faith estimate of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) maximum number of shares issuable upon conversion of the Initial Purchasers and their counsel prior to its filing or other submissionNotes.

Mandatory Registration. The (i) Following the Agreement Date, the Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "applicable Filing Date")Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent shall not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Preferred Stock (i) Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities initially included in the such Registration Statement shall be allocated among no less than the Purchasers as set forth in Section 11.11 hereofaggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. The Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval of the Initial Purchasersapproval, which approval shall not be unreasonably withheld or denieddelayed, of) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. (i) The Company shall use its best efforts to prepare, and, on or prior to forty-five before the date that is thirty (4530) business days after the date of the Closing (the "Filing Date")First Closing, file with the SEC a Registration Statement or Registration Statements (as necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a registration of all of the Registrable Securities) (any of which may contain a combined prospectus with other registrations by the Company), subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all of the Registrable Securities, which Registration StatementStatement(s), to the extent allowable under the Securities 1933 Act and the Rules rules promulgated thereunder (including without limitation Rule 416), shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares (the "Indeterminate Shares") of Common Stock as may become issuable upon conversion of the Preferred Stock (i) Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason transactions. In the event that there is no form of changes in Registration Statement available pursuant to which the Conversion Price Company may register all of the Preferred Stock in accordance with Registrable Securities, the Company shall register all of the Registrable Securities permitted by the SEC to be so registered pursuant to the terms thereof, or and conditions of the number preceding sentence and will file a registration statement covering the resale of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The remaining Registrable Securities included in as soon as possible thereafter. In any event, the Registration Statement Registrable Securities underlying the Preferred Shares and Warrants issued at any Additional Closing shall be allocated among the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) the Initial Purchasers and their counsel registered prior to its filing or other submissionsuch Additional Closing.

Mandatory Registration. The (i) Following the Closing Date, the Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "applicable Filing Date")Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all Registration of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investor, which consent shall not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Preferred Stock (i) Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities initially included in the such Registration Statement shall be allocated among no less than the Purchasers as set forth in Section 11.11 hereofaggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. The Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval of the Initial Purchasersapproval, which approval shall not be unreasonably withheld or denieddelayed, of) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five the date which is twenty (4520) business days after the date of the Closing under the Securities Purchase Agreement (the "Filing DateCLOSING DATE"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent will not be unreasonably withheld) covering the resale of all of the Registrable SecuritiesSecurities underlying the Preferred Stock issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the . The number of shares of Common Stock purchasable thereunderinitially included in such Registration Statement shall be no less than one and one-half ( 1 1/2) times the sum of the number of Conversion Shares that are then issuable upon conversion of the Preferred Stock, in accordance with without regard to any limitation on the terms thereofInvestor's ability to convert the Preferred Stock. The Registrable Securities Company acknowledges that the number of shares initially included in the Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval represents a good faith estimate of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) maximum number of shares issuable upon conversion of the Initial Purchasers and their counsel prior to its filing or other submissionPreferred Stock.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five the date which is ten (4510) business days after the date of the Closing of the Purchase under the Securities Purchase Agreement (the "Filing Closing Date"), file with the SEC a Registration Statement on Form S-3 and pursuant to Rule 415 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available Form S-1 (at the time provided for in Section 2(e)), to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) Securities covering the resale of all of the Registrable SecuritiesSecurities issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion the Fill-Up provisions of the Preferred Stock Securities Purchase Agreement and upon exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Exercise Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, Warrants in accordance with the terms thereof. The Registrable Securities number of shares of Common Stock initially included in the such Registration Statement shall be allocated among no less than (x) the Purchasers as set forth number of Common Shares issued in Section 11.11 hereof. The Registration Statement the Purchase, plus (and each amendment or supplement thereto, and each request for acceleration y) the number of effectiveness thereof) shall be provided to (and subject to the approval Common Shares that are then issuable upon exercise of all of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) outstanding Warrants (based on the Initial Purchasers and their counsel prior to its filing or other submissionExercise Price of the Warrants in effect at that time).

Mandatory Registration. The Company shall prepareprepare promptly and file with the SEC as soon as practicable, and, on or prior to forty-five but in no event later than thirty (4530) days after from the date of the Closing hereof (the "Filing Date")) (as such time may be extended for the number of days during which any Investor fails to promptly respond to reasonable written requests from the Company for information to be included in such filing (which responsive information shall not be deemed to be prompt in the event that a reasonable request for such information by the Company is made to the Investors and the Investors do not provide the requested information within three (3) business days of such request, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent consent, not to be unreasonably withheld, of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors) covering the resale of all of the 1,363,635 Registrable Securities, which . The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission, not to be unreasonably withheld or delayed.

Mandatory Registration. The Company shall prepareshall, and, on or prior to forty-five (45) within 45 days after the date of following the Closing (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then availableavailable to the Company, on such form of Registration Statement as is then available to the Company to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investor (as determined pursuant to Section 11.10 l0 hereof), which consent will not be unreasonably withheld conditioned or delayed) covering the resale of all of the Registrable Securities, which . The Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock Conversion Shares as may become issuable upon conversion of the Preferred Stock (i) or to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included Company shall use its best efforts to cause such registration to become and remain effective (including the taking of such steps as are necessary to obtain the removal of any stop orders); provided, however, that the Investors shall furnish the Company with such appropriate information in connection therewith (whether requested prior to or after the filing of the Registration Statement with the SEC) as the Company shall be allocated among the Purchasers as set forth reasonably request in Section 11.11 hereofwriting. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investor and their its counsel prior to its filing or other submission. The Company further undertakes to take all steps necessary to ensure that a Registration Statement is, or Registration Statements are, effective at all times during the Registration Period (as defined below) with respect to all Registrable Securities and the resale thereof.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "Filing Date"), prepare and file with the SEC on or before May 31, 2003 (the “SEC Filing Date”) a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such another appropriate form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject reasonably acceptable to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering Purchasers, which covers the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate a number of additional shares of Common Stock as may become equal to at least the number of Registrable Securities issuable to each Holder upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price Shares and exercise of the Preferred Stock Warrants, determined as if the Shares were converted in accordance with full (based on a $3.25 per share conversion price) and the terms thereof, or Warrants were exercised in full. If at any time the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities included in the Registration Statement shall required to be allocated among filed as provided in the Purchasers as set forth in first sentence of this Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof6.2(a) shall be provided insufficient to cover the number of shares of Common Stock issuable on conversion in full of the unconverted Shares and unexercised Warrants, then promptly, but in no event later than 60 days after such insufficiency shall occur, the Company shall file with the SEC an additional Registration Statement on Form S-3, or another appropriate form (and subject which shall not constitute a post-effective amendment to the approval Registration Statement filed pursuant to the first sentence of this Section 6.2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion and exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Initial PurchasersRegistration Statement required to be filed by the Company pursuant to this Section 6.2(a), which approval and the Company and the Holders shall not have the same rights and obligations with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be unreasonably withheld or denied) filed by the Initial Purchasers and their counsel prior Company pursuant to its filing or other submissionthis Section 6.2(a).

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five as soon as practicable after the date hereof (45but not later than that date which is two (2) business days after the date of the Closing (the "Filing Date"hereof), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 11,990,000 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and the Preferred Stock Shares and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Debentures and the Preferred Stock in accordance with the terms thereof, Shares or the number Exercise Price of shares of Common Stock purchasable thereunder, the Warrants in accordance with the terms thereof. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five the date which is twenty (4520) days after the date of the Closing under the Securities Purchase Agreement (the "Filing Closing Date"), file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent will not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration StatementStatement(s), to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, thereof or the number Exercise Price of shares of Common Stock purchasable thereunder, the Warrants in accordance with the terms thereof. The Registrable Securities number of shares of Common Stock initially included in the such Registration Statement shall be allocated among no less than two (2) times the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval sum of the Initial Purchasers, which approval shall not be unreasonably withheld number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock and the exercise of the Warrants without regard to any limitation on the Investor's ability to convert the Preferred Stock or denied) exercise the Initial Purchasers and their counsel prior to its filing or other submissionWarrants.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "Filing Date"), prepare promptly and file with the SEC as soon as practicable, but in no event later than the thirtieth (30th) day following the date hereof (the "FILING DATE"), a Registration Statement on Form S-3 SB-2 (or, if Form S-3 SB-2 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors) covering the resale of all of the at least sixteen million (16,000,000) Registrable Securities, which . The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar other transactions or (ii) by reason of changes in pursuant to the Conversion Price terms of the Preferred Stock in accordance with and the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereofWarrants. The Registrable Securities included in on the Registration Statement shall be allocated among the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Drafts of the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the reasonable approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel (to such counsel, if any, in accordance with Section 11(b) hereof and at such counsel's address set forth on each Initial Investor's signature page hereto or as otherwise may be provided after the date hereof) prior to its filing or other submission.

Mandatory Registration. The (i) Following the Issuance Date, the Company shall prepare, and, as soon as practicable and in any event on or prior to forty-five (45) days after the date of the Closing (the "applicable Filing Date")Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all Registration of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent shall not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of pursuant to the Preferred Stock (i) Convertible Notes, the Warrants, the Conversion Shares or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities initially included in the such Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereofno less than 68,580,865 shares of Common Stock, subject to adjustment for any Stock Event. The Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval of the Initial Purchasersapproval, which approval shall not be unreasonably withheld or denieddelayed, of) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to the forty-five fifth (4545th) days day after the date of the First Closing Date (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock Convertible Securities and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Debentures and Preferred Stock Shares in accordance with the terms thereof, thereof or the number Exercise Price of shares of Common Stock purchasable thereunder, the Warrants in accordance with the terms thereof. The Registrable Securities included in the Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) the Initial Purchasers and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, prepare and, on or prior to fortybefore the seventy-five fifth (4575th) days after the date of day following the Closing Date (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the resale of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 1,624,740 Registrable Securities, Securities which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers the resale of such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes reductions in the Conversion Price of the Preferred Stock in accordance with the terms thereofthereof (including, or but not limited to, the number terms which cause the Variable Conversion Price to decrease to the extent the Closing Bid Price of shares of the Common Stock purchasable thereunder, in accordance with the terms thereofdecreases). The Registrable Securities included initially set forth in the such Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepareprepare promptly and file with the SEC as soon as practicable, and, on or prior to forty-five but in no event later than the later of (45i) days after the thirtieth (30th) day following the date of the Closing hereof and (ii) January 31, 2001 (the "Filing Date"Date")(both as may be extended for the number of days during which any Investor fails to promptly respond to reasonable written requests from the Company for information to be included in such filing (which responsive information shall not be deemed to be prompt in the event that a reasonable request for such information by the Company is made to the Investor and the Investor does not provide the requested information within three (3) business days of such request), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent consent, not to be unreasonably withheld, of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors) covering the resale of all of the at least 1,316,000 Registrable Securities, which . The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission, not to be unreasonably withheld or delayed.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five prepare and file with the United States Securities and Exchange Commission (45) days after the date of the Closing (the "Filing DateSEC"), file with as soon as practicable after the SEC Closing Date a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) SB-2 or S-1 covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Preferred Stock (i) Notes and upon exercise of or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock and/or Exercise Price applicable thereto in accordance with the terms thereof, or the . The number of shares of Common Stock purchasable thereunder, initially included in accordance with such Registration Statement shall be no less than 2,119,889. The Company acknowledges that the terms thereofnumber of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon the conversion of or otherwise pursuant to the Notes and upon exercise of or otherwise pursuant to the Warrants. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their its counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five the date which is twenty (4520) business days after the date of the Closing under the Securities Purchase Agreement (the "Filing Closing Date"), file with the SEC a Registration Statement on Form S-3 and pursuant to Rule 415 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available Form S-1 (at the time provided for in Section 2(e)), to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) Securities covering the resale of all of the Registrable SecuritiesSecurities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, of the Certificate of Designation or the number Exercise Price of shares of Common Stock purchasable thereunder, the Warrants in accordance with the terms thereof. The Registrable Securities number of shares of Common Stock initially included in the such Registration Statement shall be allocated among no less than two (2) times the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval sum of the Initial Purchasers, which approval shall not be unreasonably withheld number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Stock or denied) exercise of the Initial Purchasers and their counsel prior Warrants without regard to its filing any limitation on the Investors' ability to convert the Preferred Stock or other submissionWarrants.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five before the twentieth (4520th) days day after the date of the Closing hereof (the "Filing DateFILING DATE"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 8,165,000 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exercise of the Preferred Stock Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes reductions in the Conversion Exercise Price of the Preferred Stock Warrants in accordance with the terms thereof, or including, but not limited to, the number terms which cause the Variable Exercise Price to decrease to the extent the average sale price of shares of the Common Stock purchasable thereunder, in accordance with the terms thereofdecreases. The Registrable Securities included initially set forth in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five before the thirtieth (4530th) days day after the date of the Closing (the "Filing Date")hereof, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 2,600,000 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes reductions in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or including, but not limited to, the number terms which cause the Variable Conversion Price to decrease as the bid price of shares of the Common Stock purchasable thereunder, in accordance with the terms thereofdecreases. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to the date (the "Filing Date") which is ten (10) days after that certain Registration Statement on Form S-3 (Reg. No. 333-21923) of the Company is declared effective by the SEC, but not earlier than that date which is twenty (20) days after the Closing Date (as defined in the Securities Purchase Agreement) or later than that date which is forty-five (45) days after the date of the Closing (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities), subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all at least 1,269,773 shares of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Class A Common Stock as may become issuable upon conversion of the Preferred Stock Debentures and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, Debentures or the number Exercise Price of shares of Common Stock purchasable thereunder, the Warrants in accordance with the terms thereof. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the reasonable approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepareprepare promptly and file with the SEC as soon as practicable, and, on or prior to forty-five but in no event later than the earlier of (45i) days after the fifth (5th) business day following the date of the Closing Company's 2003 Annual Meeting of Stockholders (currently expected to occur in November 2003) or (ii) the one hundredth (100th) day following the date hereof (as the case may be, the "Filing Date"), file with the SEC a Registration Statement on Form S-3 S-1 (or, if Form S-3 S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors) covering the resale of all of the at least 105,690,000 Registrable Securities, which . The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in on the Registration Statement shall be allocated among the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "Filing Date"), prepare promptly and file with the SEC as soon as practicable, but in no event later than the thirtieth (30th) day following the date hereof (the "FILING DATE"), a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors) covering the resale of all of the at least 5,000,000 Registrable Securities, which . The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in on the Registration Statement shall be allocated among the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement shall contain the "Plan of Distribution" in the form attached hereto as Exhibit A (the "PLAN OF DISTRIBUTION"), unless otherwise directed by a majority of the Investors who provide a new legal Plan of Distribution. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval reasonable review and, in the case of the Initial Purchasers"Selling Security Holders" and "Plan of Distribution" sections of the Registration Statement, which the approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, andprepare and use its ---------------------- best efforts to file with the United States Securities and Exchange Commission ("SEC"), on or prior to forty-five (45) days after the date of the Closing (the "Filing Date") which is twenty (20) days after the Issue Date (as defined in the Debentures), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investor (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 1,240,000 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock Debentures and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes reductions in the Conversion Price of the Preferred Stock Debentures or the Exercise Price of the Warrants in accordance with the terms thereof, or including, but not limited to, the number terms which cause the Variable Conversion Price of shares the Debentures to decrease to the extent the bid price of the Common Stock purchasable thereunder, in accordance with the terms thereofdecreases. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investor and their its counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) as soon as practicable but in no event later than 60 days after the date of issuance of the Closing (the "Filing Date")relevant Preferred Shares, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a registration of all of the Registrable Securitiesregistration, subject to the consent of the Initial Purchasers (as determined pursuant to Investors holding a majority of the Registrable Securities and the provisions of Section 11.10 hereof2(c)) , which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration StatementStatement(s) shall state that, to the extent allowable in accordance with Rule 416 promulgated under the Securities 1933 Act and the Rules promulgated thereunder (including Rule "RULE 416"), shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock Shares (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or transactions, and (ii) if permitted by law, by reason of changes in the Conversion Price or Conversion Rate of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, Shares in accordance with the terms thereof. The Registrable Securities included in the Such Registration Statement shall initially register for resale at least 4,897,215 shares of Common Stock, subject to adjustment as provided in Section 3(b). Such registered shares of Common Stock shall be allocated among the Purchasers Investors pro rata based on the total number of Registrable Securities issued or issuable as set forth in Section 11.11 hereofof each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement (and each amendment or supplement theretoStatement(s) declared effective by the SEC as soon as practicable, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to but in no event later than 120 days after the approval issuance of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) the Initial Purchasers and their counsel prior to its filing or other submissionrelevant Preferred Shares.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing before August 15, 1998 (the "Filing DateFILING DATE"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 1,279,265 Registrable Securities, which . The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes reductions in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereofthereof (including, or but not limited to, in the number case of shares the Preferred Stock, the terms which cause the Conversion Price to decrease to the extent the Closing Sale Price of the Common Stock purchasable thereunder, in accordance with the terms thereofdecreases). The Registrable Securities included in the Registration Statement filed hereunder shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, andfile with the United States Securities and Exchange Commission ("SEC"), on or prior to forty-five (45) days after the date of the Closing June 30, 1999 (the "Filing DateFILING DATE"), file with the SEC ) a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 2,523,806 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exercise of the Preferred Stock (i) Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedreview by) the Initial Purchasers Investors and their counsel prior to its filing or other submission.. If for any reason the Registration Statement filed pursuant to this Section 2(a) does not include all of the Registrable Securities (such shares that are not included, the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event within three (3) business days after becoming aware of the existence of any Uncovered Shares either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION

Mandatory Registration. (i) The Company shall prepare, and, on or prior use its best efforts to forty-five (45) days after the date of the Closing (the "Filing Date"), prepare promptly and file with the SEC as soon as practicable, but in no event later than the forty-fifth (45th) day following the Closing Date (the "FIRST FILING DATE"), a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable SecuritiesSecurities to be so registered, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors whose Registrable Securities are being so registered) covering the resale of all of the Conversion Shares underlying the shares of Preferred Stock and the Warrant Shares underlying the Series C Warrants issued to the Initial Investors pursuant to the Securities Purchase Agreement (and any other Registrable Securities, which Securities related to such Conversion Shares). The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the such Preferred Stock (i) or exercise of such Series C Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 12(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasersof, which approval shall not be unreasonably withheld or deniedwithheld) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, prepare and file with the SEC on or prior to forty-five (45) days before the 21st day after the date of the Closing Date (the "Filing Date"), file with the SEC ) a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 12(j) hereof)) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included initially set forth in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 12(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel counsel, if any, prior to its filing or other submission. The Company shall use its best efforts to obtain the effectiveness of the Registration Statement within 60 days after the Closing Date. The Company agrees to request the effectiveness of the Registration Statement within two (2) business days of the Securities and Exchange Commission notifying the Company of its ability to do so.

Mandatory Registration. The Company shall prepareprepare promptly and file with the SEC as soon as practicable, and, on or prior to forty-five but in no event later than the earlier of (45i) days after the fifth (5th) business day following the date of the Closing Company's 2003 Annual Meeting of Stockholders (currently expected to occur in November 2003) or (ii) the one hundredth (100th) day following the date hereof (as the case may be, the "Filing DateFILING DATE"), file with the SEC a Registration Statement on Form S-3 S-1 (or, if Form S-3 S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors) covering the resale of all of the at least 198,162,517 Registrable Securities, which . The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in on the Registration Statement shall be allocated among the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five the date (45the "FILING DATE") that is thirty (30) calendar days after the date of the Closing (the "Filing Date")Closing, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)holders of a majority-in-interest of the Registrable Securities, which consent will not be unreasonably withheld, conditioned or delayed) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of or otherwise pursuant to the Preferred Stock Shares and exercise of or otherwise pursuant to the Warrants (ia) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (iib) by reason of changes in the Conversion Price exercise price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, Warrants in accordance with the terms thereof. The Registrable Securities number of shares of Common Stock initially included in the such Registration Statement shall be allocated among two million seven hundred thirty-two thousand two hundred ninety-three (2,732,293), representing the Purchasers as set forth in Section 11.11 hereofaggregate number of Conversion Common Shares initially issuable upon conversion of the Preferred Shares and upon exercise of the Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, (which approval shall will not be unreasonably withheld withheld, conditioned or denieddelayed) the Initial Purchasers Investors and their counsel prior to its filing or other submission. The Company shall use all commercially reasonable efforts to obtain effectiveness of the Registration Statement as soon as practicable, but in any event not later than the 105th day after the Closing (the "REGISTRATION DEADLINE").

Mandatory Registration. The Company shall prepare, and, on or prior to the date which is forty-five (45) days after the date of the Closing under the Securities Purchase Agreement (the "Filing DateCLOSING DATE"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent will not be unreasonably withheld) covering the resale of all of the Registrable SecuritiesSecurities underlying the Debentures issued pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock Debentures (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, Debentures in accordance with the terms thereof. The Registrable Securities number of shares of Common Stock initially included in the such Registration Statement shall be allocated among no less than two (2) times the Purchasers number of Conversion Shares that are then issuable upon conversion of the Debentures as set forth in Section 11.11 hereof. The of the date of filing of the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided without regard to (and subject any limitation on the Investor's ability to convert the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) the Initial Purchasers and their counsel prior to its filing or other submissionDebentures.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five ninety (4590) days after the date of the Closing (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) Securities covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exchange of the Preferred Stock and the exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Exchange Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof, or as the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereofcase may be. The Registrable Securities included in the Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, (which approval shall not be unreasonably withheld or denied)) the Initial Purchasers Purchaser and their a single counsel for the Purchaser prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to fortybefore the twenty-five fifth (4525th) days day after the date of the Closing (the "Filing Date")hereof, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 12(j) hereof)) covering the resale of all of the at least 7,000,000 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes reductions in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or including, but not limited to, the number terms which cause the Variable Conversion Price to decrease to the extent the volume weighted average sale price of shares of the Common Stock purchasable thereunder, in accordance with the terms thereofdecreases. The Registrable Securities included initially set forth in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 12(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission. Holders of shares of Series B Preferred Stock, Buckeye Communications, Inc. and Value Vision International, Inc. have "piggyback" registration rights with respect to such registration to the extent required by the terms of the respective agreements with such holders and entities, all of which are identified on Schedule 3(c) to the Securities Purchase Agreement.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five within ten (4510) days after the date of Closing Date under the Closing Securities Purchase Agreement (the "Filing Closing Date"), ) file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 l0 hereof), which consent will not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock Notes and the exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price number of Securities issued or issuable upon conversion of the Preferred Stock Notes in accordance with the terms thereof, or of the Notes and/or changes in the number of shares Securities issued or issuable upon exercise of Common Stock purchasable thereunder, in accordance with the terms thereofWarrants. The Registrable Securities included Company shall use its best efforts to cause such registration to become and remain effective (including the taking of such steps as are necessary to obtain the removal of any stop orders); provided, that the Investors shall furnish the Company with such appropriate information in connection therewith as the Registration Statement Company shall be allocated among the Purchasers as set forth reasonably request in Section 11.11 hereofwriting. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their its counsel prior to its filing or other submission.

Mandatory Registration. The (i) Following the date hereof, the Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "applicable Filing Date")Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent shall not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of of, or otherwise pursuant to, the Preferred Stock (i) Convertible Notes or the Conversion Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities initially included in the such Registration Statement shall be allocated among no less than 3,796,668 shares, subject to adjustment for any Stock Event (as defined in the Purchasers as set forth in Section 11.11 Convertible Notes) following the date hereof. The Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval of the Initial Purchasersapproval, which approval shall not be unreasonably withheld or denieddelayed, of) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five the date which is thirty (4530) calendar days after the date of Closing Date, as defined in the Closing Securities Purchase Agreement (the "Filing DateCLOSING DATE"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent will not be unreasonably withheld) covering the resale of all of the Registrable Securities, Securities underlying the Debentures issued pursuant to the Securities Purchase Agreement which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock Debentures (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, Debentures in accordance with the terms thereof. The Registrable Securities number of shares of Common Stock initially included in the such Registration Statement shall be allocated among no less than two (2) times the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration number of effectiveness thereof) shall be provided to (and subject to the approval Conversion Shares that are then issuable upon conversion of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) Debentures without regard to any limitation on an Investor's ability to convert the Initial Purchasers and their counsel prior to its filing or other submissionDebentures.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date (the “Filing Date”) which is not later than the thirtieth (30th) day following the filing of the Closing Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2005 (as defined in the "Filing Date"Purchase Agreement), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Preferred Stock Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Exercise Price (as defined in the Warrants) of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, Warrants in accordance with the terms thereof. The Registrable Securities number of shares of Common Stock initially included in such Registration Statement shall be no less than one (1) times the aggregate number of Purchased Shares and one and one-quarter (1.25) times the aggregate number of Warrant Shares that are then issuable upon the exercise of or otherwise pursuant to the Warrants without regard to any limitation on the Investor’s ability to exercise the Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement shall be allocated among with respect to the Purchasers as set forth in Section 11.11 hereofWarrants represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, andfile with the United States Securities and Exchange Commission ("SEC"), on or prior to forty-five (45) days after the date of the Closing June 30, 1999 (the "Filing DateFILING DATE"), file with the SEC ) a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 2,523,806 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exercise of the Preferred Stock (i) Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedreview by) the Initial Purchasers Investors and their counsel prior to its filing or other submission.. If for any reason the Registration Statement filed pursuant to this Section 2(a) does not include all of the Registrable Securities (such shares that are not included, the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event within three (3) business days after becoming aware of the existence of any

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Purchaser (as determined pursuant to Section 11.10 hereof)) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exercise of the Preferred Stock (i) Warrants pursuant to prevent the so-called anti-dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms provisions thereof. The Registrable Securities included in the Registration Statement shall be allocated among the Purchasers Purchaser as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, (which approval shall not be unreasonably withheld or denied)) the Initial Purchasers Purchaser and their counsel prior to its filing or other submission.

Mandatory Registration. The (i) Following the Agreement Date, the Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "applicable Filing Date")Deadline, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors, which consent shall not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Preferred Stock (i) Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends dividends, stock issuances or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities initially included in the such Registration Statement shall be allocated among no less than 6,920,714, subject to adjustment for any stock split, share or stock dividend, recapitalization, combination of outstanding Common Shares (by consolidation, combination, reverse stock split or otherwise) or similar transactions occurring prior to the Purchasers as set forth in Section 11.11 hereofeffective date of such Registration Statement. The Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval of the Initial Purchasersapproval, which approval shall not be unreasonably withheld or denieddelayed, of) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing before January 31, 1998 (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all of the at least 6,715,385 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes reductions in the Conversion Price of the Preferred Stock in accordance with the terms thereofthereof (including, or but not limited to, the number terms which cause the Conversion Percentage to decrease and the terms which cause the Variable Conversion Price to decrease to the extent the average closing sale price of shares of the Common Stock purchasable thereunder, in accordance with the terms thereofdecreases). The Registrable Securities included initially set forth in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, prepare and, on or prior to forty-five (45) days after the date of the Closing ________, 200__ (the "Filing Date"), “FILING DATE”) file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Buyer, which consent will not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules rules and regulations promulgated thereunder (including Rule 416415), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion exercise of or otherwise pursuant to the Preferred Stock (i) Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the transactions. The number of shares of Common Stock purchasable thereunderinitially included in such Registration Statement shall be no less than 100% of the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, in accordance with without regard to any limitation on the terms thereofBuyer’s ability to exercise the Warrants. The Registrable Securities Company acknowledges that the number of shares initially included in the Registration Statement shall be allocated among represents a good faith estimate of the Purchasers as set forth in Section 11.11 hereofmaximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Buyer and their its counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of as expeditiously as possible following the Closing (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of at least all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock or Warrants, as the case may be, (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities included in on the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject only to the approval of information which such Initial Investors have supplied and matters relating to this Agreement and compliance therewith by the Initial Purchasers, which approval shall not be unreasonably withheld or deniedCompany) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing before August 17, 1998 (the "Filing DateFILING DATE"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all at least 1,156,055 Registrable Securities and shall also cover the resale of the at least 1,279,265 "Registrable Securities, which " as that term is defined in the First Registration StatementRights Agreement. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes reductions in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereofthereof (including, or but not limited to, in the number case of shares the Preferred Stock, the terms which cause the Conversion Price to decrease to the extent the Closing Sale Price of the Common Stock purchasable thereunder, in accordance with the terms thereofdecreases). The Registrable Securities included in the Registration Statement filed hereunder shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "Filing Date"), prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors) covering the resale of all of the Registrable SecuritiesSecurities on or before: (i) 60 days following the First Closing if the Proxy Statement is the subject of a SEC Proxy Review, which or (ii) 30 days following the First Closing if the Proxy Statement receives a SEC Proxy Non-Review, (either the date identified in clause (i) or (ii), as applicable, being the "Filing Date"). The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in the Registration Statement shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasersof, which approval shall not be unreasonably withheld or deniedwithheld) the Initial Purchasers Investors and their its counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five twenty (4520) business days after the date of the Closing (the "Filing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the respective terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities included in the Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, (which approval shall not be unreasonably withheld or denieddelayed)) the Initial Purchasers and their counsel prior to its filing or other submission, except to the extent that a post-effective amendment of such Registration Statement, or supplement to the related prospectus, is required by applicable securities law to be filed before such approval can reasonably be obtained, in which case the Company shall provide a copy of such amendment or supplement, as applicable, to such Initial Purchasers and their counsel as soon as practicable after such filing.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) 90 days after the date of the Closing final closing (the "Filing Final Closing Date")) of the issuance and sale of the Units, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a registration of all of the Registrable Securitiesregistration, subject to the consent of the Initial Purchasers (as determined pursuant to Investors holding a majority of the Registrable Securities and the provisions of Section 11.10 hereof2(c)) , which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration StatementStatement(s) shall state that, to the extent allowable in accordance with Rule 416 promulgated under the Securities Act and the Rules promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement Statement(s) also covers such indeterminate intermediate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock Debentures and upon exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Preferred Stock in accordance with Debentures and the terms thereof, or Exercise Price of the number of shares of Common Stock purchasable thereunder, Warrants in accordance with the terms thereof. The Registrable Securities included in the Such Registration Statement shall initially register for resale at least such number of shares of Common Stock equal to the number of relevant Conversion Shares and Warrant Shares, subject to adjustment as provided in Section 3(b). Such registered shares of Common Stock shall be allocated among the Purchasers Investors pro rata based on the total number of Registrable Securities issued or issuable as set forth in Section 11.11 hereofof each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Company shall use its best efforts to have the Registration Statement (and each amendment or supplement theretoStatement(s) declared effective by the SEC as soon as practicable, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to but in no event later than 180 days after the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) the Initial Purchasers and their counsel prior to its filing or other submissionFinal Closing Date.

Mandatory Registration. (i) The Company shall use its best efforts to prepare, and, on or prior to forty-five before the date that is thirty (4530) days after the date of the Closing (the "Filing Date")First Closing, file with the SEC a Registration Statement or Registration Statements (as necessary) on Form S-3 (or, if Form S-3 such form is not then availableunavailable for such a registration, on such other form of Registration Statement as is then available to effect for such a registration of all of the Registrable Securities) (any of which may contain a combined prospectus with other registrations by the Company), subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of all of the Registrable Securities, which Registration StatementStatement(s), to the extent allowable under the Securities 1933 Act and the Rules rules promulgated thereunder (including without limitation Rule 416), shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares (the "Indeterminate Shares") of Common Stock as may PAGE 3 become issuable upon conversion of the Preferred Stock (i) Shares to prevent dilution resulting from stock splits, stock dividends or similar transactions or transactions. (ii) by To the extent the Indeterminate Shares for any reason can not be registered under the Registration Statement(s) required under Section 2(a)(i) above, then with respect to such Indeterminate Shares, the Company shall use its best efforts to prepare, and, on or before the date that is fifteen (15) days after the Indeterminate Shares become issuable, file with the SEC a Registration Statement or Registration Statements (as necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration of changes in the Conversion Price all of the Preferred Stock in accordance Indeterminate Shares) (any of which may contain a combined prospectus with other registrations by the terms thereofCompany), or covering the number resale of shares all of Common Stock purchasable thereunder, in accordance with the terms thereofIndeterminate Shares. The Registrable Securities included in A copy of the Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereof. The Registration Statement Statement(s) (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial PurchasersBuyer, which approval shall not be unreasonably withheld or denied) the Initial Purchasers Buyer and their its counsel prior to its filing or other submission.. b.

Mandatory Registration. The Company shall prepare, prepare and, on or prior to forty-five (45) days after as soon as practicable, but in no event later than the date of the Closing (the "Filing Date")Deadline, file with the SEC a Commission the Initial Registration Statement on Form S-3 S-1 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)or any successor form) covering the resale by the Investor of (i) all of the Registrable SecuritiesInitial Purchase Shares, which Registration Statement(ii) all of the Initial Commitment Shares, (iii) 200,000 Additional Commitment Shares, representing the maximum number of Additional Commitment Shares issuable pursuant to the Purchase Agreement, if any, to be issued and delivered to the extent allowable Investor under Section 10.1(ii)(b) of the Purchase Agreement, and (iv) the maximum number of additional Registrable Securities (which shall be designated in the Initial Registration Statement as Shares that may be issued and sold by the Company to the Investor in VWAP Purchases under the Purchase Agreement) as shall be permitted to be included in such Initial Registration Statement in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the Rules promulgated thereunder (including Rule 416“Initial Registration Statement”), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities included in the Initial Registration Statement shall be allocated among contain the Purchasers “Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as set forth in Section 11.11 hereof. Exhibit B. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement (and each amendment or supplement theretodeclared effective by the Commission as soon as reasonably practicable, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to but in no event later than the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) the Initial Purchasers and their counsel prior to its filing or other submissionapplicable Effectiveness Deadline.

Mandatory Registration. The Company shall prepareshall, and, on or prior to forty-five within 20 days following the Closing Date (45) days after but in no event later than the date on which it files a registration statement with respect to the shares of Common Stock issuable upon conversion of the Closing (the "Filing Date"), Company's Class Two Convertible Preferred Stock) file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 l0 hereof), which consent will not be unreasonably withheld) covering the resale of all of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) and/or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included Company shall use its best efforts to cause such registration to become and remain effective (including the taking of such steps as are necessary to obtain the removal of any stop orders); provided, that the Investors shall furnish the Company with such appropriate information in connection therewith as the Registration Statement Company shall be allocated among the Purchasers as set forth reasonably request in Section 11.11 hereofwriting. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) the Initial Purchasers and their counsel prior to its filing or other submission.of

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five before the ninetieth (4590th) days after day following the date of the Closing under the Securities Purchase Agreement (the "Filing DateFILING DATE"), file with the SEC a Registration Statement on Form S-3 S-1, subject to Section 2(e) (or, if Form S-3 S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable SecuritiesSecurities required to be included in such Registration Statement, subject to the consent of the Initial Purchasers Investors (as determined pursuant to Section 11.10 11(j) hereof)) covering the resale of all at least 100% of the Registrable Securities, which maximum number of shares of Common Stock issuable upon the full exercise of the Warrants issued at the Closing plus 100% of the Common Shares issued at closing. The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock issuable, either (i) to the holders of the Common Shares and (ii) upon exercise of the Warrants, to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in the any Registration Statement filed hereunder shall be allocated among to the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers Investors and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five the date which is twenty (4520) business days after the date of with respect to the First Closing under the Securities Purchase Agreement (the "Filing Closing Date"), file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then availableavailable to the Company, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Purchasers (Investor, which consent will not be unreasonably withheld, provided that the Company's obligation hereunder to file a Registration Statement shall be suspended so long as determined pursuant the Investor's consent is withheld for any reason and the Investor fails to Section 11.10 hereof)consent to the use of another form available and which is reasonable for use by the Company) covering the resale of all at least 6,000,000 shares of Registrable Securities underlying the Registrable Securitiessecurities issued or issuable at the First Closing and Second Closing, which Registration Statement, to the extent allowable under the Securities 1933 Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price (as defined in the Statement with Respect to Shares) of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereof. The Registrable Securities included in the Registration Statement shall be allocated among the Purchasers as set forth in Section 11.11 hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or denied) the Initial Purchasers and their counsel prior to its filing or other submission.

Mandatory Registration. The Company shall prepare, and, on or prior to forty-five (45) days after the date of the Closing (the "Filing Date"), prepare promptly and file with the SEC as soon as practicable, but in no event later than the forty-fifth (45th) day following the date hereof (the “Filing Date”), a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Initial Registrable Securities, subject to the consent of the Initial Purchasers (as determined pursuant to Section 11.10 hereof)Investors) covering the resale of all of the Initial Registrable Securities, which . The Registration StatementStatement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock (i) Notes and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof, or the number of shares of Common Stock purchasable thereunder, in accordance with the terms thereoftransactions. The Registrable Securities included in on the Registration Statement shall be allocated among the Purchasers Investors as set forth in Section 11.11 11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of the Initial Purchasers, which approval shall not be unreasonably withheld or deniedof) the Initial Purchasers and their counsel Required Holders (as defined in the Securities Purchase Agreement) prior to its filing or other submission. For purposes of all provisions of this Agreement, any document publicly available on the SEC’s XXXXX system shall be considered to have been validly “furnished,” “delivered” or “provided” to the Required Holders.