Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. (i) Following the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (ia) Following the Closing DateAs soon as practicable, but in any event no later than May 28, 2004, the Company shall prepareprepare and file with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form SB-2 or other applicable form as determined by the Company (the "REGISTRATION STATEMENT") for the purpose of registering the sale of the Shares by Warrantholder from time to time on the facilities of any securities exchange or trading system on which the Common Stock is then traded or in privately-negotiated transactions, andwhich Registration Statement shall contain all material information required to be set forth therein and all material information disclosed to Warrantholder. For purposes of this Section 9, the term "SHARES" shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares, or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon as practicable, and in any event on or prior to the applicable Filing DeadlineAugust 30, 2004. (b) The Company shall prepare and file with the SEC a Commission such amendments and supplements to the Registration Statement (and the “Mandatory prospectus forming a part thereof as may be necessary to keep the Registration Statement”) Statement effective until the earliest date, after the date on Form S-3 (or, if Form S-3 is not then availablewhich all of the Shares have been purchased pursuant to this Agreement or the obligation of Warrantholder to purchase the Shares pursuant to this Agreement has been terminated, on such form which (i) all the Shares have been disposed of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject pursuant to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, (ii) all of the Shares then held by Warrantholder may be sold within a three month period under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the extent allowable Company has determined that all Shares then held by Warrantholder may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the rules certificates, if any, representing such Shares (the period between the Registration Date (as defined below) and regulations promulgated thereunder (including Rule 416the earliest of such dates is referred to herein as the "REGISTRATION PERIOD"). At any time after the end of the Registration Period, shall state that such the Company may withdraw the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant and its obligations under this Section 9.1 shall automatically terminate. (c) The Company shall not be obligated to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. Each Registration Statement (prepare and each file a post-effective amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld Registration Statement or delayed, ofthe prospectus constituting a part thereof during the continuance of a Blackout Event. A "BLACKOUT EVENT" means any of the following: (a) the Investors and their counsel prior to its filing possession by the Company of material information that is not ripe for disclosure in a registration statement or other submission. (ii) If for any reasonprospectus, despite as determined in good faith by the Company’s use Chief Executive Officer or the Board of its best efforts to include all Directors of the Registrable Securities Company or that disclosure of such information in the Registration Statement filed pursuant or the prospectus constituting a part thereof would be materially detrimental to Section 2 (a)(i) above (the business and subject to Section 3(q) below), the SEC does not permit all affairs of the Registrable Securities to Company; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be included inmaterially adversely affected by disclosure in a registration statement or prospectus at such time. Notwithstanding the foregoing, or no Blackout Event shall continue for any other reason period in excess of 30 days and there may be no more than one Blackout Period in any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415180 day period.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC United States Securities and Exchange Commission ("SEC"), on the date which is on or before forty-five (45) calendar days after the Closing Date (the "FILING DEADLINE") 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 registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable SecuritiesWarrant Shares and any Additional Investment Right Warrant Shares issued upon exercise of the Additional Investment Rights, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the "INITIAL REGISTRATION STATEMENT"). The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate 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 WarrantsInvestors as set forth in Section 11(k) hereof. Each The Initial 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, which shall not be unreasonably withheld or delayed, of) the Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission. (ii) . If for any reasonreason (including, despite but not limited to, a determination by the Company’s use staff of its best efforts to the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company shall use its reasonable efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as to the Initial Registration Statement filed pursuant to this Section 2 (a)(i) above (and subject to Section 3(q) below2(a), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional one hundred and twentieth (120th) calendar day after the Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the 60th day after the Uncovered Shares Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Datedate of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing 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 Required Investors, which consent shall not be unreasonably withheld) ), or file one or more prospectus supplements to an effective Shelf Registration Statement of the Company, covering the resale of all of the Registrable Securities, which Registration StatementStatement (or prospectus supplement), to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement (or prospectus supplement) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion (as applicable) of or otherwise pursuant to or in respect of the Warrants or the Warrant Shares Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement (or prospectus supplement) shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant 54,968,244, subject to adjustment for any Stock Event occurring prior to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each effective date of such 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionStatement. (iii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in the any Registration Statement (or prospectus supplement) filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q3(j) below), the SEC does not permit all of the such Registrable Securities to be included inin such Registration Statement, or for any other reason any such Registrable Securities are not then included in, such in a Registration StatementStatement (or prospectus supplement), then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional 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 Registrable Securities) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (ii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” in substantially the form attached hereto as Exhibit A. If requested by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement, the Company shall incorporate in the "plan of distribution" such information as such holders may reasonably request to have included therein. No Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Required Investors and Legal Counsel (as defined below) prior to its filing or other submission.

Mandatory Registration. (a) The Company shall use commercially reasonable efforts to (i) Following the Closing Date, the Company shall prepare, and, (ii) on or prior to the applicable Filing Deadlinedate that is three hundred (300) calendar days after the Effective Date, file with the SEC a Registration Statement on Form S-1 (the “Mandatory Registration StatementRegistration”) on Form S-3 (or); provided, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securitiesthat, subject to the consent limitations set forth in Section 2(b), a portion of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in covered by such Registration Statement may cover the resale of Registrable Securities; provided, further, that the Company shall not be required to file such Registration Statement if (A) the conditions to the Required Merger Transactions (other than the effectiveness of the Registration Statement) have not been fulfilled; or (B) the board of directors of the Company determines, in the good faith exercise of its business judgment, that market conditions are not conducive to meeting the Company’s valuation expectations. (b) Prior to the commencement of the road show related to the Mandatory Registration, the Company shall provide each Investor with written notice (the “Registration Notice”) of the anticipated price range per share in the offering, the low price in such range being referred to herein as the “Floor.” Within seven (7) calendar days after the date of the Registration Notice, each Investor may deliver to the Company written notice (the “Sale Notice”) of the percentage of such Investor’s Registrable Securities that such Investor wishes to sell in the Mandatory Registration, subject to the limitations set forth below. Any Investor that does not timely deliver a Sale Notice shall be no less than deemed to have waived its right to sell Registrable Securities in the Mandatory Registration. The aggregate number of Warrant Shares Registrable Securities that are then issuable upon exercise of or otherwise pursuant to may be included in the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Mandatory 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 approvalfollowing limitations: (i) Subject to Section 2(b)(iii), which with respect to each Investor, such Investor may include no more than 40% of such Investor’s Registrable Securities in the Mandatory Registration; provided, that for each ▇▇▇▇▇▇ Investor, such limitation shall not be unreasonably withheld or delayed25%; provided, of) the Investors and their counsel prior to its filing or other submissionfurther, that for each Management Investor, such limitation shall be 10%. (ii) If for any reason, despite the Company’s use aggregate number of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included inin the Mandatory Registration exceeds the product of 0.17, or for any multiplied by the sum of (A) all shares of Common Stock other reason any than Registrable Securities are not then included in, such to be registered pursuant to the Registration Statement, plus (B) all shares of Registrable Securities (including Registrable Securities to be registered pursuant to the Registration Statement) (such product being the “Control Cap”), then the aggregate number of Registrable Securities included in the Mandatory Registration shall be reduced by such excess pro rata among the respective selling Investors on the basis of the number of Registrable Securities requested to be sold by each such Investor. The Company shall provide written notice to the selling Investors of any such reduction. (iii) If the aggregate number of Registrable Securities to be included in the Registration Statement is less than the Control Cap, then the ▇▇▇▇▇▇ Investors shall have the right, but not the obligation, to increase the percentage of the ▇▇▇▇▇▇ Investors’ Registrable Securities to be include in the Mandatory Registration, up to the amount of the available shortfall. (iv) If the proposed offering price in the Mandatory Registration is lower than the Floor and the Company has decided to proceed with the Mandatory Registration, the Company shall prepareprovide each selling Investor with written notice (the “Floor Notice”) of the proposed offering price range. Within seven (7) calendar days after the date of the Floor Notice, andnotwithstanding any Sale Notice previously delivered by such selling Investor, as soon as practicable but each such selling Investor may deliver to the Company written notice (the “Withdrawal Notice”) of such selling Investor’s desire to withdraw from participation in no event later than the Additional Filing DeadlineMandatory Registration. Any selling Investor that does not timely deliver a Withdrawal Notice shall be deemed to have waived its right to withdraw from participation in the Mandatory Registration. Following its receipt of any Withdrawal Notices, file the Company shall comply with the SEC provisions of Section 2(b)(iii) if applicable. (c) If the managing underwriters of the Mandatory Registration advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an additional Registration Statement covering orderly manner in such offering without adversely affecting the resale marketability of all the offering and within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration pro rata among the selling Investors on the basis of the number of Registrable Securities proposed to be sold by each such Investor, and (iii) third, the other securities, if any, requested to be included in such registration not already covered by an existing and effective Registration Statement for an offering clauses (i) or (ii) of this Section 2(c) pro rata among the holders of such securities on the basis of the number of shares requested to be made on a continuous basis pursuant to Rule 415registered by such holders or as such holders may otherwise agree in writing.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or ---------------------- prior to forty-five (45) days from the applicable date of Closing (as defined in the Securities Purchase Agreement) (the "Filing DeadlineDate"), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Debentures 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 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 exercise conversion of or otherwise pursuant to the Debentures and exercise of the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the aggregate sum of (i) the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (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) plus (ii) the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants and the Additional Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Debentures and the Additional Filing Deadline, file with Warrants and upon exercise of the SEC an additional Registration Statement covering Warrants and the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Additional Warrants.

Mandatory Registration. (ia) Following Promptly, but no later than thirty days after, the Closing DateDate (the “Filing Deadline”), the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a one Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availableavailable to the Company, then on (i) Form S-1 or (ii) such other form of Registration Statement registration statement as is then available to effect a Registration registration for resale of the Registrable Securities, subject subject, in the case of clause (ii) above, to the consent of the Majority Common Investors’ prior written consent), which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Securities in an amount at least equal to the Warrant Shares (the “Initial Registration Statement”). The Initial Registration Statement also shall cover, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances similar transactions or similar transactionsother adjustments provided for in the Warrant with respect to the Registrable Securities. The number of Initial Registration Statement shall not include any shares of Common Stock initially included in such Registration Statement shall be no less than or other securities for the aggregate number account of Warrant Shares that are then issuable upon exercise any other holder without the prior written consent of or otherwise pursuant to the Warrants, without regard to any limitations on the Majority Common Investors’ ability to exercise the Warrants. 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 in accordance with Section 2.4(a)(iii) to the approval, which shall not be unreasonably withheld or delayed, of) the Common Investors and their counsel prior to its filing or other submission. (b) At such time as additional shares of Common Stock (“Additional Shares”) become issuable upon the exercise of the Warrant (whether due to an adjustment under the Warrant or otherwise), the Company shall prepare and file with the SEC one or more Registration Statements on Form S-3 or amend any Registration Statement filed pursuant to Section 2.1(a), if such Registration Statement has not previously been declared effective (or, if Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) If such other form of registration statement as is then available to effect a registration for resale of such Additional Shares, subject, in the case of clause (ii) above, to the Majority Common Investors’ prior written consent) covering the resale of the Additional Shares, but only to the extent the Additional Shares are not at the time covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. Such Registration Statement shall not include any reasonshares of Common Stock or other securities for the account of any other holder without the prior written consent of the Majority Common Investors. (c) Notwithstanding the registration obligations set forth in this Section 2.1, despite in the Company’s event that the SEC informs the Company that all of the Registrable Securities may not, as a result of the application of Rule 415 or any other applicable securities law, rule or regulation, be registered for resale as a secondary offering on a single registration statement, the Company agrees to (i) promptly inform each of the Common Investors thereof, and (ii) use of its all best efforts to include promptly file amendments to the Initial Registration Statement as required by the Commission and/or (iii) promptly withdraw the Initial Registration Statement and promptly file a new registration statement (a “New Registration Statement”), in either case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use all reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including the Manual of Publicly Available Telephone Interpretations D.29. In the event that the Company amends the Initial Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such files a New Registration Statement, then as the case may be, under clauses (ii) or (iii) above, the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, will use all reasonable best efforts to file with the SEC, as promptly as allowed by the SEC an additional or the SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement covering (the resale of all Registrable Securities not already covered by an existing and effective “Remainder Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Statements”).

Mandatory Registration. (ia) Following On or prior to the Closing DateFiling Deadline, the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC Commission 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). Notwithstanding the registration obligations set forth in this Section 2, in the event that (i) the Company’s counsel determines that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement prior to filing the Initial Registration Statement, or (ii) the Commission informs the Company that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders thereof and, as applicable, file the Initial Registration Statement, or use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (B) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in each case covering the maximum number of such Registrable Securities permitted to be registered thereon, on such form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that in the case of (ii) above, prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09, or any successor thereto. Notwithstanding any other provision of this Agreement, if the opinion of the Company’s counsel or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and, in the case of clause (ii) above, notwithstanding that the Company used commercial reasonable efforts to reasonably advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata on the basis of the aggregate number of Registrable Securities owned by each such person, and under such circumstances, the Company will not be subject to the payment of Liquidated Damages in Section 2(c). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent, which shall not be unreasonably withheld. (b) The Company shall use its commercially reasonable efforts to cause each Required Registration Statement to be declared effective by the Commission as soon as practicable, and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep each Required Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Required Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Required Registration Statement may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent (the “Effectiveness Period”); provided, however, if the Company does not meet the eligibility requirements for filing on Form S-3 (or any successor registration statement form) at the time of filing of a Required Registration Statement, the Effectiveness Period shall not exceed 180 days following the Effective Date. The Company shall request effectiveness of a Required Registration Statement as of 5:00 p.m., New York City time, on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall file a final Prospectus for a Required Registration Statement with the Commission, as required by Rule 424(b) as promptly as reasonably practicable following the Effective Date. (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, or (iii) after its Effective Date, (A) such Registration Statement ceases to be effective for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective, or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than during an Allowable Grace Period), (iv) a Grace Period applicable to a Required Registration Statement exceeds the length of an Allowable Grace Period, or (v) after the Filing Deadline, and only in the event a Registration Statement is not effective or available to sell all Registrable Securities, the Holders are unable to sell Registrable Securities without restriction under Rule 144, (any such failure or breach in clauses (i) through (v) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), (iii) or (v), the date on which such Event occurs, or for purposes of clause (iv) the date on which such Allowable Grace Period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable (i) if as of the relevant Event Date, the Registrable Securities may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, (ii) to a Holder causing an Event that relates to or is caused by any action or inaction taken by such Holder, (iii) to a Holder in the event it is unable to lawfully sell any of its Registrable Securities (including, without limitation, in the event a Grace Period exceeds the length of an Allowable Grace Period) because of possession of material non-public information or (iv) with respect to any period after the expiration of the Effectiveness Period (it being understood that this clause shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Effectiveness Period). If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within ten (10) Business Days after the date payable, the Company will pay interest on the amount of Liquidated Damages then owing to the Holder at a rate of 1.0% per month on an annualized basis (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. With respect to a Holder, the Effectiveness Deadline for a Required Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of such Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Registration Rights Purchaser).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, no later than forty-five (45) days following the initial Closing Date under the Stock Purchase Agreement, and the issuance of the Additional Warrants, if issued, either a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 registering for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors (oror such lesser number as may be required by the SEC, if but in no event less than the number of shares into which the Preferred Stock would be convertible and the Warrants exercisable at the time of filing of the Form S-3 is not then availableS-3, on such form of or an amendment to any pending Company Registration Statement as is then available to effect a on Form S-3, and such Registration of the Registrable SecuritiesStatement or amended Registration Statement shall state that, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable in accordance with Rule 416 and 457 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Preferred Stock and the Exercise of the Warrants resulting from adjustment in the Conversion Price, or the Warrant Shares to prevent dilution resulting from stock splits, or stock dividends, stock issuances or similar transactions). The If at any time the number of shares of Common Stock initially included in such Registration Statement shall into which the Preferred Stock may be no less than converted or the Warrants or Additional Warrants, if issued, are exercisable, exceeds the aggregate number of Warrant Shares that are shares of Common Stock then issuable upon exercise registered, the Company shall, within fifteen (15) business days after receipt of or otherwise pursuant to the Warrantsa written notice from any Investor, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement either (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereofi) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)the preceding sentence, if such Registration Statement has not been declared effective by the SEC does not permit at that time, to register all shares of Common Stock into which the Registrable Securities to Preferred Stock may be included inconverted, or for any other reason any Registrable Securities the Warrants or Additional Warrants if issued are not then included inexercisable, or (ii) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineSEC at that time, file with the SEC an additional Registration Statement covering on Form S-3 to register the shares of Common Stock into which the preferred Stock may be converted, or the Warrants or Additional Warrants, if issued, are exercisable, that exceed the aggregate number of shares of Common Stock already registered. If the state of the SEC determines that all of the Conversion Shares cannot be registered by the Company for resale by the Investor because, in the view of all Registrable Securities not already covered by the staff, such registration would constitute a primary offering the Company, then the Company shall have an existing and effective Registration Statement for an offering additional sixty (60) days in which to be made on a continuous basis pursuant amend such registration statement to Rule 415another available form.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included at least equal to the sum of (x) a number of shares of Common Stock equal to 175% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares, determined as if the Preferred Shares, together with 24 months of accrued and unpaid dividends thereon, were converted in such Registration Statement shall be no less than full at the aggregate Fixed Conversion Price (as defined in the Certificate of Designations) on the SEC Filing Date PLUS (y) the number of Warrant Shares that are then (in each case determined without regard to the limitations on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the Certificate of Designations and Section 1.1(b) of the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover 125% of the number of shares of Common Stock issuable on conversion in full of the unconverted Preferred Shares plus the number of Warrant Shares issuable upon exercise of or otherwise pursuant to the unexercised portion of the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 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 Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall 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 filed by the Company pursuant to this Section 2(a). The Registration Statement shall not include securities to be sold for the account of any selling securityholder other than the Investors and the investors contemplated by the registration rights agreement entered into by the Company in connection with the Other Subscription Agreement. (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any of Registrable Securities Securities, the Company shall not already covered by an existing and effective Registration Statement for an offering to be made file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement on a continuous basis pursuant to Rule 415Form S-4 or Form S-8.

Mandatory Registration. (i) Following the Closing date Warrants are issued pursuant to the Facility Agreement (the “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline, 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 registration of the Registrable Securities, subject to the consent of the InvestorsBuyer, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities issued on the applicable Issuance Date, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the WarrantsWarrants issued on the Issuance Date (as defined herein), without regard to any limitations limitation on the Investors’ Buyer’s ability to exercise the Warrants, respectively. Each The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants issued on the Issuance Date and shall be amended if not sufficient. The 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, which shall not be unreasonably withheld or delayedwithheld, of) the Investors Buyer and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. If at any time the Required Holders (ias defined below) Following request that the Closing DateCompany file a Registration Statement having an aggregate offering price to the public of not less than Five Million Dollars ($5,000,000), the Company shall prepare, use its best efforts to prepare and, on or prior to the applicable Filing Deadlineas soon as practicable, file with the SEC Commission a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available, on such form covering the resale of Registration Statement as is then available to effect a Registration all of the Registrable Securities; provided however, the Company shall not be required to effect the foregoing registration prior to the second anniversary of the Closing (as defined in the Securities Purchase Agreement). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the consent provisions of Section 2(d) of this Agreement. The Registration Statement prepared pursuant hereto shall register the Registrable Securities for resale, including at least 130% of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included issuable upon conversion of the Series AA Preferred by such Investors from time to time in accordance with the methods of distribution elected by such Investors. The Registration Statement shall be no less than contain (except if otherwise directed by the aggregate number holders of Warrant Shares that are then issuable upon exercise at least a majority of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. 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, which shall not be unreasonably withheld or delayed, ofRegistrable Securities) the Investors “Selling Securityholders” and their counsel prior to its filing or other submission. (ii) If for any reason, despite “Plan of Distribution” sections in substantially the Company’s form attached hereto as Exhibit A. The Company shall use of its best efforts to include all have the Registration Statement declared effective by the Commission as soon as practicable, but not later than 90 calendar days after such Investors’ request (the “Effectiveness Deadline”). The Company shall not be obligated to file a Registration Statement on Form S-1 (or, regardless of the value of the Registrable Securities in covered thereby, on any other Form promulgated under the ▇▇▇▇ ▇▇▇) and cause it to become effective prior to the second anniversary of the date hereof nor more than twice under this Section 2(a). There shall be no limit to the number of Registration Statement Statements on Form S-3 required to be filed pursuant and to become effective under this Section 2 (a)(i) above (and subject to Section 3(q) below2(a), ; provided that the SEC does not permit all value of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration each such registration Statement for an offering to be made on a continuous basis pursuant to Rule 415is not less than $500,000.

Mandatory Registration. (ia) Following the Closing Date, the Company shall prepare, and, on On or prior to the applicable Filing Deadline, the Company shall, following the written request of the Registration Rights Purchasers, prepare and file with the SEC Commission 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). Notwithstanding the registration obligations set forth in this Section 2, in the event that (i) the Company’s counsel determines that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement prior to filing the Initial Registration Statement, or (ii) the Commission informs the Company that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders thereof and, as applicable, file the Initial Registration Statement, or use reasonable and customary efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (B) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in each case covering the maximum number of such Registrable Securities permitted to be registered thereon, on such form available to the Company to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if the opinion of the Company’s counsel or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, the number of Registrable Securities to be registered on such Registration Statement will be reduced pro rata on the basis of the aggregate number of Registrable Securities owned by each applicable Holder, and under such circumstances, the Company will not be subject to the payment of Liquidated Damages in Section (c). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use reasonable and customary efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such ▇▇▇▇▇▇’s prior written consent. (b) The Company shall use reasonable and customary efforts to cause each Required Registration Statement to be declared effective by the Commission as soon as practicable, and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use reasonable and customary efforts to keep each Required Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Required Registration Statement have been sold by the Holders; (ii) the date that all Registrable Securities covered by such Required Registration Statement may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent; (iii) the date such Registrable Securities have ceased to be outstanding; or (iv) the date such Registrable Securities are sold in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 8(k) (such time period, the “Effectiveness Period”). The Company shall request effectiveness of a Required Registration Statement as of 4:00 p.m., Philadelphia time, on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date, unless already available on the Commission’s ▇▇▇▇▇ site or successor system. The Company shall file a final Prospectus for a Required Registration Statement with the Commission, as required by Rule 424(b) as promptly as reasonably practicable following the Effective Date. (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, or (iii) after its Effective Date, (A) such Registration Statement ceases to be effective for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective, or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than during an Allowable Grace Period), (iv) a Grace Period applicable to a Required Registration Statement exceeds the length of an Allowable Grace Period, or (v) after the Filing Deadline, and only in the event a Registration Statement is not effective or available to sell all Registrable Securities, the Holders are unable to sell Registrable Securities without restriction under Rule 144, (any such failure or breach in clauses (i) through (v) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), (iii) or (v), the date on which such Event occurs, or for purposes of clause (iv) the date on which such Allowable Grace Period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on the first such Event Date, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to 3.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable (i) if as of the relevant Event Date, the Registrable Securities may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, (ii) to a Holder causing an Event that relates to or is caused by any action or inaction taken by such Holder, (iii) to a Holder in the event it is unable to lawfully sell any of its Registrable Securities (including, without limitation, in the event a Grace Period exceeds the length of an Allowable Grace Period) because of possession of material non-public information or (iv) with respect to any period after the expiration of the Effectiveness Period (it being understood that this clause shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Effectiveness Period). If the Company fails to pay any Liquidated Damages pursuant to this Section (c) in full within ten (10) Business Days after the date payable, the Company will pay interest on the amount of Liquidated Damages then owing to the Holder at a rate of 0.5% per month on an annualized basis (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. With respect to a Holder, the Effectiveness Deadline for a Required Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of such Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Registration Rights Purchaser).

Mandatory Registration. (a) At any time from and after the earliest of (i) Following one hundred eighty (180) days after the Closing DateDate (as defined in the Merger Agreement); (ii) the first date upon which the Company is eligible to register securities for reoffer and resale using a Registration Statement on Form S-3; and (iii) the date upon which the H▇▇▇▇ Employment Agreement (as defined in the Merger Agreement) is terminated by the Company without “Cause” or by D▇▇▇▇▇ ▇. ▇▇▇▇▇ for “Good Reason” (as those terms are defined in the H▇▇▇▇ Employment Agreement), and for so long as the Shareholders or their respective transferees own beneficially or of record any Registrable Securities, the Company shall prepareshall, andupon the written request (hereinafter a “notice”) of a holder or holders of a majority of the then outstanding Registrable Securities, on or prior and subject to the applicable Filing Deadlinecovenants, terms and conditions of Section 2(b) below, prepare and file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (orS-1 or Form S-3, if Form S-3 is not then availableas the case may be, on under the Securities Act, pursuant to Rule 415 under the Securities Act, covering the resale from time to time, of all of the shares of Registrable Securities held by such form of requesting holder or holders and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as is then available to effect soon as practicable thereafter; provided, further, that in the event that additional Registrable Securities are issued after the Closing Date (as defined in the Merger Agreement), the Company shall, upon the written request of a Registration holder of the Registrable Securities, subject to the consent covenants, terms and conditions of Section 2(b) below, prepare and file with the InvestorsCommission such additional Registration Statements as may be necessary to cover the resale from time to time of any such additional Registrable Securities; provided, which consent further, that the Company may, by notice to the requesting holder or holders, as the case may be, delay such requested registrations for the Maximum Delay Period if and for so long as the Delay Conditions exist. The Registration Statement shall contain the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall not be unreasonably withheldobligated pursuant to this Section 2 to effectuate more than one (1) covering registration for the benefit of the holders of Registrable Securities, except as provided for in this Section 2(a) with respect to additional Registrable Securities issued after the Closing Date (as defined in the Merger Agreement). In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall register the resale of the Registrable Securities, which Securities on another such other available form of Registration Statement, Statement reasonably acceptable to the extent allowable requesting holder or holders. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 1.2: (i) within one hundred eighty (180) days after the effective date of a Registration Statement filed by the Company covering a primary underwritten public offering of securities of the Company under the Securities Act with an aggregate offering price (before underwriting commissions and expenses) of at least Ten Million Dollars ($10,000,000); provided that such offering was made in accordance with Section 6(a) below, or (ii) during the rules period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and regulations promulgated thereunder ending on the date one hundred (including 180) days immediately following the effective date of any Registration Statement pertaining to securities of the Company (other than a registration of securities in a Rule 416145 transaction or with respect to an employee benefit plan), shall state provided that the Company is actively employing in good faith all reasonable best efforts to cause such Registration Statement also covers to become effective and that the Company’s estimate of the date of filing such indeterminate number Registration Statement is made in good faith. (b) Immediately following receipt of additional shares of Common Stock as may become issuable upon exercise of or otherwise any notice pursuant to Section 2(a), the Warrants Company shall promptly notify all holders of Registrable Securities from whom such notice has not been received and, as soon thereafter as practicable, shall file a Registration Statement with the Commission and use all reasonable best efforts to have such Registration Statement declared effective under the Securities Act as soon as practicable, so as to permit the public sale in accordance with the method of disposition specified in such notice from requesting holders (such method of disposition shall be as requested by such holder or holders of a majority of Registrable Securities included in such notices received by the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The Company) of the number of shares of Common Stock initially included Registrable Securities specified in such Registration Statement notice (and in all notices received by the Company from other holders within twenty (20) days after the giving of such notice by the Company). If such method of disposition shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrantsan underwritten public offering, without regard to any limitations on the Investors’ ability to exercise the Warrants. 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 approvalcovenants, terms and conditions of Section 6 below, the Company shall designate the managing underwriter of such offering, following consultation and subject to the approval of the holders of Registrable Securities from whom notice has been received, which approval shall not be unreasonably withheld or delayed. All holders of Registrable Securities providing notice to the Company pursuant to the foregoing, ofmust participate in such underwriting. The Company’s registration obligation hereunder shall be deemed satisfied only when a Registration Statement(s) covering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall use all reasonable best efforts: (i) to keep the Registration Statement continuously effective in order to permit the Prospectus to be usable by holders for resales of Registrable Securities until the earlier of (A) the Investors sale under the Registration Statement of all the Registrable Securities registered thereunder and their counsel prior (B) all of the securities ceasing to its filing or other submission.be Restricted Securities (such period being referred to herein as the “Effectiveness Period”); and (ii) If for after the Effective Time and during the Effectiveness Period, promptly upon the request of any reason, despite the Company’s use holder of its best efforts to include all of the Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Prospectus for resales of Registrable Securities, including without limitation any action necessary to identify such holder as a selling securityholder in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)Statement; provided, the SEC does not permit all however, that nothing in this subparagraph shall relieve such holder of the Registrable Securities obligation to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then return a completed and signed Notice and Questionnaire to the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file accordance with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Section 3(a) hereof.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing DeadlineMarch 31, 1999, 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) and pursuant to Rule 415 covering the resale from time to time by the holders thereof of the Registrable SecuritiesSecurities underlying the Debentures 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 and regulations promulgated thereunder (including Rule 416), shall state state, to the extent permitted by the law and the SEC, 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 Debentures and upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends and similar transactions or similar transactions(ii) by reason of changes in the Conversion Price of the Debentures in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 1.25 times the aggregate sum of (x) the number of Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Debentures and (y) the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Debentures or exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed represents a good faith estimate of the maximum number of shares issuable upon conversion of or otherwise pursuant to Section 2 (a)(i) above (the Debentures and subject to Section 3(q) below), the SEC does not permit all upon exercise of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis otherwise pursuant to Rule 415the Warrants.

Mandatory Registration. (ia) Following On or prior to the Closing DateFiling Deadline, the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC Commission 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”); provided, that, the Company shall consider in good faith preparing and filing such Initial Registration Statement on or prior to the third (3rd) anniversary of the date hereof. Notwithstanding the registration obligations set forth in this Section 2, in the event that (i) the Company’s counsel determines that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement prior to filing the Initial Registration Statement, or (ii) the Commission informs the Company that all such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders thereof and, as applicable, file the Initial Registration Statement, or use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (B) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in each case covering the maximum number of such Registrable Securities permitted to be registered thereon, on such form available to the Company to register for resale the Registrable Securities as a secondary offering; provided, that in the case of (ii) above, prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09, or any successor thereto. Notwithstanding any other provision of this Agreement, if the opinion of the Company’s counsel or any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and, in the case of clause (ii) above, notwithstanding that the Company used reasonable best efforts to reasonably advocate with the Commission for the registration of all or a greater number of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata on the basis of the aggregate number of Registrable Securities owned by each such person, and under such circumstances, the Company will not be subject to the payment of Liquidated Damages in Section 2(c). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on such form available to the Company to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such H▇▇▇▇▇’s prior written consent, which shall not be unreasonably withheld. (b) The Company shall use its reasonable best efforts to cause each Required Registration Statement to be declared effective by the Commission as soon as practicable, and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline, and shall use its reasonable best efforts to keep each Required Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Required Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities covered by such Required Registration Statement may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent (the “Effectiveness Period”); provided, however, if the Company does not meet the eligibility requirements for filing on Form S-3 (or any successor registration statement form) at the time of filing of a Required Registration Statement, the Effectiveness Period shall not exceed 180 days following the Effective Date. The Company shall request effectiveness of a Required Registration Statement as of 5:00 p.m., New York City time, on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective Date. The Company shall file a final Prospectus for a Required Registration Statement with the Commission, as required by Rule 424(b) as promptly as reasonably practicable following the Effective Date. (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, or (iii) after its Effective Date, (A) such Registration Statement ceases to be effective for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective, or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than during an Allowable Grace Period), (iv) a Grace Period applicable to a Required Registration Statement exceeds the length of an Allowable Grace Period, or (v) after the Filing Deadline, and only in the event a Registration Statement is not effective or available to sell all Registrable Securities, the Holders are unable to sell Registrable Securities without restriction under Rule 144, (any such failure or breach in clauses (i) through (v) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), (iii) or (v), the date on which such Event occurs, or for purposes of clause (iv) the date on which such Allowable Grace Period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to two percent (2.0%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable (i) if as of the relevant Event Date, the Registrable Securities may be sold by the Holders without volume or manner of sale restrictions under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, (ii) to a Holder causing an Event that relates to or is caused by any action or inaction taken by such Holder, (iii) to a Holder in the event it is unable to lawfully sell any of its Registrable Securities (including, without limitation, in the event a Grace Period exceeds the length of an Allowable Grace Period) because of possession of material non-public information or (iv) with respect to any period after the expiration of the Effectiveness Period (it being understood that this clause shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Effectiveness Period). If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within ten (10) Business Days after the date payable, the Company will pay interest on the amount of Liquidated Damages then owing to the Holder at a rate of 1.0% per month on an annualized basis (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. With respect to a Holder, the Effectiveness Deadline for a Required Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of such Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Registration Rights Purchaser).

Mandatory Registration. (i) Following the Closing date on which any Converted Shares are issued pursuant to the Certificate or the SPA (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline, Deadline (as defined above) 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 registration of the Registrable Securities, subject to the consent of the InvestorsBuyer, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants SPA or the Warrant Shares Certificate to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Converted Shares that are then issuable upon exercise of or otherwise pursuant to the Warrantsconversion of the Preferred Shares issued on the Issuance Date, without regard to any limitations limitation on the Investors’ Buyer’s ability to exercise convert the WarrantsPreferred Shares into Common Stock, respectively. 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, which shall not be unreasonably withheld or delayed, approval of) the Investors Buyer and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in, such in a Registration StatementStatement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Datedate hereof, the Company shall prepare, and, on or prior to the applicable Filing 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 registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant with respect to the Warrants or the Warrant Shares Registrable Securities included in such Registration Statement to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Conversion Shares that are then issuable upon exercise conversion of or otherwise the shares of Preferred Stock then outstanding pursuant to the WarrantsCertificate of Designation, without regard to any limitations on conversion or issuance set forth in the Investors’ ability to exercise the WarrantsCertificate of Designation. Each Such 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (above, and subject to its compliance with the terms of Section 3(q3(r) below)hereof, the SEC does Company is not permit permitted (including, without limitation, by the SEC) to include all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration StatementStatement or any additional Registration Statement filed pursuant to the provisions set forth below in this Section 2(a)(ii), then the Company shall preparereduce the number of Registrable Securities included in such Registration Statement filed pursuant to Section 2(a)(i) above or in any such additional Registration Statement filed pursuant to this Section 2(a)(ii), andas the case may be, on behalf of the Investors in whole or in part (in case of an exclusion as to a portion of such Registrable Securities that the Company is not permitted to include in such Registration Statement or such additional Registration Statement, as the case may be, such portion shall be allocated pro rata among such Investors in proportion to the respective numbers of such Registrable Securities that otherwise would be registered by or on behalf of each such Investor over the total amount of such Registrable Securities that otherwise would be registered by or on behalf of all Investors). Any Registrable Securities that are not included in the Registration Statement filed pursuant to Section 2(a)(i) above or any additional Registration Statement filed pursuant to the provisions set forth below in this Section 2(a)(ii), as the case may be, in accordance with the foregoing provisions of this Section 2(a)(ii) are referred to in this Agreement as the “Excluded Securities.” In the event that there are Excluded Securities in connection with the Registration Statement filed pursuant to Section 2(a)(i) above or any additional Registration Statement filed pursuant to the provisions set forth below in this Section 2(a)(ii), as the case may be, then (A) the Company shall give the Investors prompt notice of the number of Excluded Securities, and (B) as soon as the Company first knows that any Excluded Securities are now permitted (including, without limitation, by the SEC) and/or otherwise able to be included in an additional Registration Statement filed pursuant to this Section 2(a)(ii), the Company shall prepare and file with the SEC, as soon as practicable but in no event later than the applicable Additional Filing Deadline, file with the SEC an such additional Registration Statement covering the resale of all Registrable such Excluded Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Such additional Registration Statement shall be 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 such Excluded Securities). It is agreed and understood that the Company shall, from time to time, be obligated pursuant to, and in accordance with, this Section 2(a)(ii) to file one or more additional Registration Statements to register any Excluded Securities that are not registered for resale pursuant to a pre-existing Registration Statement filed pursuant to this Agreement. (iii) The Company shall not, without the consent of the Requisite Investors, include in any Registration Statement filed pursuant to this Section 2(a) or Section 3(b) any securities other than Registrable Securities.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, andand not later than January 29, on or prior to the applicable Filing Deadline1999, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor or its assignees of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially at least equal to the Initial Registration Amount. If (i) at any time the number of shares of Common Stock included in such the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be no less than the aggregate number of Warrant then applicable Registration Amount or (ii) the Second Tranche Shares that are then and the Aura Repricing Shares issuable upon exercise of or otherwise pursuant the Second Tranche Repricing Rights are not permitted to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities included in the initial Registration Statement filed pursuant to this Section 2 (a)(i) above (and subject to Section 3(q) below2(a), the SEC does not permit all of the Registrable Securities to be included inthen promptly, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock at least equal to the resale difference between the Registration Amount and the number of shares previously registered. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall 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 filed by the Company pursuant to this Section 2(a). No securities other than the Registrable Securities not already covered by an existing and effective the securities registrable pursuant to the Other Registration Rights Agreements may be included in any Registration Statement for an offering to be made on a continuous basis filed pursuant to Rule 415this Agreement.

Mandatory Registration. (i) Following the Closing Shareholder Approval Date, the Company shall prepare, and, on or prior to the applicable Filing DeadlineDeadline (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 registration of the Registrable Securities, subject to the consent of the InvestorsBuyer, which consent shall will not be unreasonably withheldwithheld or delayed) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock Ordinary Shares represented by ADSs initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, Warrants without regard to any limitations limitation on the Investors’ Buyer’s ability to exercise the Warrants. Each Such 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, which shall not be unreasonably withheld or delayed, reasonable approval of) the Investors Buyer and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in, such in a Registration StatementStatement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Datedate of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing 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 Investors, 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 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 exercise of or otherwise pursuant to or in respect of the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 16,000,000, subject to adjustment for any Stock Event (as defined in the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant Warrants) occurring prior to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each effective date of such 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionStatement. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in the any Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q3(p) below), the SEC does not permit all of the such Registrable Securities to be included inin such Registration Statement, or for any other reason any such Registrable Securities are not then included in, such in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional 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 Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement. No Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. 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, which shall not be unreasonably withheld or delayed, of each Investor and its Legal Counsel (as defined below) prior to its filing or other submission. (iv) At any time after the effective date of the applicable Registration Statement, the Company may suspend the use of any prospectus forming a part of such Registration Statement if the Company determines that it would otherwise be required to disclose material non-public information concerning the Company, the disclosure of which (i) is not otherwise required and which the Company has a bona fide business purpose for preserving in confidence and (ii) at the time is not, in the good faith opinion of the Company and its counsel, in the best interests of the Company (the period of such suspension, a “Grace Period”); provided, that the Company shall (i) promptly notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period (provided that in each notice the Company shall not disclose the content of such material non-public information to any Investor unless otherwise requested in writing by such Investor) and the date on which the Grace Period will begin, and (ii) as soon as such date may be determined, promptly notify the Investors in writing of the date on which the Grace Period ends; and, provided, further, that (A) no Grace Period shall exceed forty-five (45) consecutive days, (B) during any three hundred sixty-five (365) day period, such Grace Periods shall not exceed an aggregate of seventy-five (75) days, and (C) the first day of any Grace Period must be at least ten (10) Trading Days after the last day of any prior Grace Period (each Grace Period that satisfies all of the requirements of this Section 2(a)(iv) being referred to as an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(e) hereof shall not be applicable during the period of any Allowable Grace Period and the unavailability of a Registration Statement for resales of the Registrable Securities on any day during an Allowable Grace Period shall not constitute a “Registration Failure.” Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(e) with respect to the information giving rise thereto unless such material non-public information is no longer applicable. If the Company notifies the Investors in accordance with this Section 2(a)(iv) to suspend the use of any prospectus forming a part of a Registration Statement filed hereunder during an Allowable Grace Period, then the Investors shall suspend use of such prospectus until the end of such Allowable Grace Period.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, prepare and, as soon promptly as practicable but in no event later than the Additional Filing DeadlineDate, file with the SEC an additional Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an in a resale offering to be made on a continuous basis basis. The Registration Statement shall contain (except if otherwise directed by the Holders or required in order to address written comments to the Registration Statement received from the Commission upon review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached as Annex A hereto, as the same may be amended in accordance with the provisions of this Agreement; provided, however, that no Holder shall be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously effective under the 1933 Act until the earliest to occur of the date on which (i) each Holder may sell all Registrable Securities then held by it pursuant to the provisions of Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 415144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and any legend restricting further transfer with regard to such Registrable Securities has been removed, (ii) all Registrable Securities covered by such Registration Statement have been sold by the Holders, (iii) all Registrable Shares have ceased to be outstanding, (iv) all Registrable Securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, or (v) with respect to a Holder, when such Holder ceases to hold Registrable Securities and, with respect to all Holders in the event that the Holders, in the aggregate, beneficially own less than two percent (2%) of the outstanding shares of Common Stock (the “Effectiveness Period”).

Mandatory Registration. (ia) Following As promptly as possible after the date hereof, and in any event prior to the date that is seventy-five (75) days following the Closing Date (the “Mandatory Filing Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement on Form SB-2 (or on such other appropriate form for the required purpose) for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then available). The Mandatory Registration Statement shall permit the Investors to offer and sell, on such form of Registration Statement as is then available a delayed or continuous basis pursuant to effect a Registration Rule 415 under the Securities Act, any or all of the Registrable SecuritiesShares and shall contain (except if otherwise required pursuant to written comments received from the SEC upon a review of the Mandatory Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company agrees to use its best efforts to cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than the date that is 120 days following the Closing Date (or 150 days following the Closing Date in the event the Registration Statement is the subject of a review by the SEC) (the “Mandatory Effective Date”) (including filing with the SEC, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the consent Securities Act (an “Acceleration Request”), which request shall request an effective date that is within three (3) Business Days of the date of such request) and will otherwise effect all such registration, obtain all such qualifications and comply with all such laws, rules and regulations as may be necessary to permit the sale, transfer and other disposition of the Registrable Shares by the Investors thereof pursuant to the Mandatory Registration Statement. The Company shall notify each Investor in writing promptly (and in any event within three (3) Business Days) after the Company’s submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement and any qualification, exemption or compliance under state securities laws which the Company determines to obtain or which the Company obtains at the request of the Investors continuously effective (including through the filing of any required post-effective amendments) with respect to the Investors, and to keep such Registration Statement and related prospectus free of any material misstatements or omissions, until the earlier to occur of (i) the date after which consent shall not be unreasonably withheld) covering the resale all of the Registrable Securities, Shares registered thereunder shall have been sold or (ii) the date after which all of the Registrable Shares (excluding such Registrable Shares as are registered pursuant to any other effective Registration Statement) are freely tradable without any volume limitations by the Investors pursuant to Rule 144(k) promulgated under the Securities Act or any successor or substitute rule, law or provision. Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement and, upon such withdrawal, the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the extent allowable Mandatory Registration Statement (or any prospectus relating thereto). (b) Notwithstanding anything in this Section 2 to the contrary, if the Company shall furnish to the Investors a certificate signed by the Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that the continued use by the Investors of the Mandatory Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant hereto would require, under the Securities Act and the rules and regulations promulgated thereunder thereunder, premature disclosure in the Mandatory Registration Statement (including Rule 416)or the Prospectus relating thereto) of material, shall state nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant premature disclosure would be materially adverse to the Warrants Company, its business or prospects or any such proposed material transaction or would not be in the Warrant Shares best interests of the Company and (iii) that it is therefore essential to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than suspend the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on use by the Investors’ ability to exercise , of the Warrants. Each Mandatory Registration Statement (and each amendment or supplement the Prospectus relating thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the right of the Investors to use the Mandatory Registration Statement (and the Prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) not greater than fifteen (15) Business Days during any consecutive twelve (12) month period. During the Suspension Period, the Investors shall not offer or sell any Registrable Shares pursuant to or in reliance upon the Mandatory Registration Statement (or the Prospectus relating thereto). The Company shall prepare, andagrees that, as soon promptly as practicable possible, but in no event later than one (1) Business Day, after the Additional Filing Deadlineconsummation, abandonment or public disclosure of the event or transaction that caused the Company to suspend the use of the Mandatory Registration Statement (and the Prospectus relating thereto) pursuant to this Section 2(b), the Company will as promptly as possible lift any suspension, provide the Investors with revised Prospectuses, if required, and will notify the Investors of their ability to effect offers or sales of Registrable Shares pursuant to or in reliance upon the Mandatory Registration Statement. (c) It shall be a condition precedent to the obligations of the Company to register Registrable Shares for the account of an Investor pursuant to this Section 2 or Section 3 that such Investor furnish to the Company such information regarding itself, the Registrable Securities held by it, and the method of disposition of such securities as shall be required by the SEC to effect the registration of such Investor’s Registrable Securities. (d) In the event that the Mandatory Registration Statement or other required registration statement is not declared effective by the SEC by the Mandatory Effective Date, then the Company shall pay each Investor as liquidated damages for such failure and not as a penalty the following amounts: one percent (1%) of the purchase price (as set forth in the Securities Purchase Agreement) for the first month after the Mandatory Effective Date; one and one-half percent (1.5%) commencing on the first day of the second month through the last day of the third month after the Mandatory Effective Date; two percent (2%) commencing on the first day of the fourth month through the last day of the fifth month after the Mandatory Effective Date; and thereafter a one-half percent (0.5%) increase each quarter (the “Liquidated Damages Amount”), each month for such time period beyond the Mandatory Effective Date that such registration statement is not effective or beyond any applicable Suspension Period (a “Penalty Period”) (for purposes of clarity, it is hereby understood and agreed that, solely for the purpose of this Section 2(d), the deemed purchase price for each Share is $1.20 and the purchase price of each Warrant underlying each Unit shall be deemed to be equal to $0.30, provided that the dollar amounts set forth in this parenthetical clause shall be appropriately adjusted in the event of any adjustment, pursuant to the terms of the Warrants, in the exercise price of the Warrants or the number of shares issuable upon exercise of the Warrants); provided, however, that the amount payable to any Investor hereunder for any partial Penalty Period will not be pro-rated for the number of actual days during such Penalty Period during which a registration default remains uncured. Such payment of liquidated damages shall be made to each Investor within five (5) calendar days after the Penalty Period either, at the Investor’s option, (1) in cash or (2) in additional shares of Common Stock of the Company, such shares being valued at the average of the VWAPs of the Common Stock as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. to 4:02 p.m. Eastern Time) using the VAP function over the 20 trading days immediately prior to the Mandatory Effective Date; provided, however, that the payment of such liquidated damages shall not relieve the Company from its obligations to register the Registrable Shares pursuant to this Agreement. If the Company fails to pay said cash payment to a Investor entitled thereto by the applicable date specified in the immediately preceding sentence, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to such Investor, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The total amount of liquidated damages payable to the Investors pursuant to this Section 2(d), including any interest thereon, shall in no event exceed twenty five percent (25%) of the purchase price for the Units (as set forth in the Securities Purchase Agreement). (e) During any Penalty Period, the Company shall not (i) file any other registration statement, (ii) file any amendment to any other registration statement, or (iii) request acceleration of the effective date of any other registration statement registering with the SEC an additional Registration Statement covering any securities of the resale Company until the Company has cured the condition leading to such Penalty Period, unless such filing or request has been approved by the holders of all a majority of the Registrable Securities Securities; provided, however, that the foregoing shall not already covered by an existing and limit the Company’s right to file or request acceleration of the effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415date of any other registration statements using Forms S-4 or S-8 or other applicable successor Forms.

Mandatory Registration. (i) Following the Closing Agreement Date, the Company shall prepare, and, on or prior to the applicable Filing 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 registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) ), covering the resale of all of the Registrable SecuritiesSecurities that are not at that time covered by the Existing Registration Statement (as then in effect and available for resale of the Registrable Securities covered thereby), which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadlinedate which is twenty-one (21) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”) registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement registration statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Preferred Stock and Warrants issued or issuable pursuant to the Securities Purchase Agreement, which Registration Statementregistration statement, to the extent allowable under the Securities 1933 Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement 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 or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such the Registration Statement shall be no less than two (2) times the aggregate number of Conversion Shares, plus the number of Warrant Shares Shares, that are then issuable upon conversion of the Preferred Stock and the exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Preferred Stock or exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto; provided, and each request for acceleration however, that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant shall not exceed 2,153,344. The Company acknowledges that the number of shares to Section 2 (a)(i) above (and subject to Section 3(q) below), be initially included in the SEC does not permit all Registration Statement will represent a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Preferred Stock and exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Mandatory Registration. (i) Following the Closing date on which any or Notes are issued pursuant to the Purchase Agreement (each, an “Issuance Date”), the Company shall prepare, and, and file with the SEC on or prior to the applicable Filing Deadline, file with the SEC Deadline 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 registration of the Registrable Securities, subject to the consent of the Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities issued on the applicable Issuance Date, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise conversion of the Notes or otherwise pursuant to the Warrants or the Warrant Shares Notes to prevent dilution resulting from changes in stock prices, stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares shares that are then issuable upon exercise conversion of or the Notes, and/or otherwise pursuant to the WarrantsNotes issued on the Issuance Date, without regard to any limitations limitation on the Investors’ ability to exercise convert the WarrantsNotes. Each The 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, which shall not be unreasonably withheld or delayed, approval of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such in the Registration Statement filed pursuant to Section 2(a)(i) above (the “Limited Registration Statement”), then the Company shall preparewill first include in such Limited Registration Statement the maximum amount of Note Shares that are permitted to be so included, with each Investor having the right to sell an amount of Note Shares under such Limited Registration Statement on a pro rata basis amongst the holders of the Notes based on the number of shares of Common Stock issuable upon conversion of the outstanding Notes, and, as soon as practicable but additional shares can be included in no event later than the Additional Filing DeadlineLimited Registration Statement or any other Registration Statement, file the Company will include such additional number of Note Shares as are permitted to be included by the SEC, with each Investor having the right to sell an amount of Note Shares under such Limited Registration Statement or any other Registration Statement on a pro rata basis amongst the holders of the Notes based on the number of shares of Common Stock issuable upon conversion of the outstanding Notes. The Company shall continue to register all then unregistered Registrable Securities thereafter as permitted by the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415as expeditiously as possible.

Mandatory Registration. (ia) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement (the “Mandatory Registration Statement”) registration statement on Form S-3 (or, if or Form S-3 is not then available, on such form of Registration Statement as is then available F-3 pursuant to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable Rule 415 promulgated under the Securities Act (or any successor rule, “Rule 415”) so as to permit the resale of such Registrable Securities by the Holders, and shall use its commercially reasonable efforts to (a) cause such registration statement to be declared effective within the rules date that is six (6) months following the date hereof and regulations promulgated thereunder (including Rule 416), shall state b) cause such registration statement to remain effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement also covers such indeterminate number registration statement is available or, if not available, that another registration statement is available, for the resale of additional shares all the Registrable Securities held by the Holders at all times until the earlier of Common Stock as may become issuable upon exercise of or otherwise (i) the date on which the Holders shall have sold, either publicly pursuant to the Warrants such registration statement or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to Rule 144, all the Warrants, Registrable Securities or (ii) the date on which the Holders can sell all of its Registrable Securities under Rule 144 without regard restriction as to volume or manner of sale during any three-month period. A registration statement filed pursuant to this Section 2.1 shall provide for the resale pursuant to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment method or supplement theretocombination of methods legally available to, and each request for acceleration requested by, the Holders. As soon as practicable following the effective date of a registration statement filed pursuant to this Section 2.1, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionof such registration statement. (iib) If for the Holders of at least 50.0% of the then outstanding number of Registrable Securities held by the Holders (the “Underwritten Demand Holders”) elect to distribute the Registrable Securities by means of an underwriting and reasonably expect aggregate gross proceeds in excess of $25,000,000 (the “Holders’ Minimum Amount”) from such underwritten offering, they shall so advise the Company promptly and the Company shall enter into an underwriting agreement in a form as is customary in underwritten offerings of securities by the Company with the underwriters selected by the Underwritten Demand Holders and reasonably satisfactory to the Company and shall take all such other reasonable actions as are requested by the managing underwriter or underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than two (2) underwritten offerings pursuant to this Section 2.1. In connection with any reasonunderwritten offering contemplated in this Section 2.1, despite the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company; provided, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution, the accuracy of information provided by a Holder specifically for use of its best efforts to include all in such registration statement or prospectus, and any other representation required by law. The Holders shall determine the pricing of the Registrable Securities in the Registration Statement filed offered pursuant to Section 2 the registration statement, applicable underwriting discount and other financial terms (a)(i) above (and subject to Section 3(q) below), including the SEC does not permit all material terms of the Registrable Securities to be included in, or for applicable underwriting agreement) and determine the timing of any such registration and sale. Notwithstanding any other reason any provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities are not then included in, such Registration StatementSecurities), then the Company shall prepareso advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, andand the number of shares of Holders of Registrable Securities that may be included in the underwriting shall be allocated: (i) first, as soon as practicable but in no event later than the Additional Filing Deadlineto Registrable Securities, file together with the SEC an additional Registration Statement covering holders of any other securities of the resale Company entitled to inclusion in such registration, that are requested to be included in such registration, pro rata on the basis of all the relative number of Registrable Securities not already covered owned at such time by an existing each Holder seeking to participate in the registration; and effective Registration Statement for an offering (ii) second, after all such securities requested to be made on a continuous basis pursuant included in clause (i) are included, the shares of the Company that can be sold without having the adverse effect referred to Rule 415above. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to July 31, 2000 file (the applicable Filing Deadline, file "FILING DEADLINE") with the SEC a Registration Statement or Registration Statements (the “Mandatory Registration Statement”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 the Registrable Securitiesregistration, subject to the consent of each Buyer and the Investorsprovisions of Section 2(e), which consent shall 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 and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Preferred Stock to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number Such Registration Statement shall initially register for resale at least 1,500,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock initially included in such Registration Statement shall be no less than allocated among the aggregate Investors pro rata based on the total number of Warrant Shares Registrable Securities issued or issuable as of each date that are then issuable upon exercise of or otherwise pursuant a Registration Statement, as amended, relating to the Warrants, without regard to any limitations on resale of the Investors’ ability to exercise Registrable Securities is declared effective by the WarrantsSEC. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) The Company shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in have the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), declared effective by the SEC does not permit all within ninety (90) days after the issuance of the Registrable Securities Preferred Stock (the "REGISTRATION DEADLINE"). The Company shall permit the registration statement to be included in, become effective within five (5) business days after receipt of a "no review" notice from the SEC. If the Registration Statement has not been filed by the Filing Deadline or for any other reason any Registrable Securities are the Registration Statement is not then included in, such declared effective by the Registration StatementDeadline, then the Company shall prepare, and, as soon as practicable but will be required to pay the Buyers upon demand in no event later than cash an amount equal to (i) 1.5% of the Additional face amount of the unredeemed Preferred Stock for the first thirty (30) days and (ii) 3.0% of the face amount of the unredeemed Preferred Stock for every thirty days thereafter that the Filing Deadline, file with the SEC an additional Deadline or Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Deadline is late.

Mandatory Registration. (ia) Following the Closing DateOn or before Filing Deadline, the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and 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 registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldSecurities as a "shelf" registration statement under Rule 415) covering the resale of the Registrable SecuritiesShares and the Warrant Shares and including in the "plan of distribution" and the definition of "selling shareholder" pledgees, which donees, transferees or other successors in interest of the selling shareholders. The Registration StatementStatement shall state, to the extent allowable permitted by Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares be required to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionevents. (iib) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in The Company shall cause the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, become effective as soon as practicable following the filing thereof but in no event later than the Additional Filing Registration Deadline, file with and shall submit to the SEC an additional Commission, within five (5) business days after the Company learns that no review of the Registration Statement covering will be made by the resale staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request, and maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date on which all of the Registrable Securities have been sold and (ii) the date on which all of the remaining Registrable Securities (in the reasonable opinion of counsel to the Purchaser) may be immediately sold to the public without registration and without regard to the amount of Registrable Securities which may be sold by a Holder thereof at a given time (the "Registration Period"). (c) The Filing Deadline and the Registration Deadline shall be extended by the number of days (not already covered exceeding an aggregate for both such dates, when taken together, of thirty (30) days) during (i) any period in which the Company has been advised by its outside counsel that the Registration Statement will not be accepted for filing by the Commission as a result of the Company then having on file a registration statement which has not yet gone effective or a proxy statement that is then being reviewed by the Commission (a "Filing Delay Period"), and (ii) any period in which the Board of Directors of the Company determines in good faith (A) that an existing amendment or supplement to the Registration Statement or prospectus contained therein is necessary in order to correct a material misstatement made therein or to include information the absence of which would render the Registration Statement or such prospectus materially misleading and (B) that the disclosure of such information at such time would be detrimental to the business or prospects of the Company; provided that no such period specified in this clause (ii) may exceed ten (10) days unless, prior to the end of such ten day period, the Company obtains the written advice of its outside legal counsel that an amendment or supplement to the Registration Statement or prospectus contained therein is necessary in order to correct a material misstatement made therein or to include information the absence of which would render the Registration Statement or such prospectus materially misleading (a "Standstill Period"). (d) If (A) the Registration Statement (i) is not filed by the Filing Deadline or (ii) is not declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder, or (C) the Common Stock is not included for quotation on the Nasdaq National Market ("Nasdaq") or listed on the New York Stock Exchange (the "NYSE") or other national securities exchange at any time after the Registration Deadline, the Company shall pay to such Holder an offering amount equal to the lesser of (x) two percent (2%) per month and (y) the highest rate permitted by applicable law, times the aggregate purchase price of the Shares, the Warrant and/or the Warrant Shares held by such Holder, accruing daily and compounded monthly, (I) from the Filing Deadline until the date on which the Registration Statement is filed with the Commission, (II) from the Registration Deadline until the date on which the Registration Statement is declared effective, (III) from the date on which the Registration Statement is unavailable for sales of Registrable Securities by a Holder until the Registration Statement becomes available for sales of Registrable Securities; provided that the Registration Statement will not be considered unavailable for the number of days occurring during a Standstill Period which takes place after the effectiveness of the Registration Statement, or (IV) from the date on which the Common Stock is no longer quoted or listed on Nasdaq, the NYSE or such other exchange until the date on which the Common Stock becomes so listed or quoted, as the case may be. The amounts paid or payable by the Company hereunder shall be in addition to any other remedies available to Purchaser at law or in equity or pursuant to the terms of any other Transaction Document. Payments of cash pursuant hereto shall be made on a continuous basis pursuant within five (5) days after the end of each period that gives rise to Rule 415such obligation, provided that, if any such period extends for more than thirty (30) days, payments shall be made at the end of each thirty-day period.

Mandatory Registration. (i) Following The Company shall, as soon as practicable after the Closing Date but in no event more than 45 days following the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing 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 registration of the Registrable Securities, subject to the consent of the InvestorsInitial Investors (as determined pursuant to Section l0 hereof), which consent shall will not be unreasonably withheldwithheld conditioned or delayed) covering the resale of the Registrable Securities, which . The Registration Statement, to the extent allowable under the Securities 1933 Act and the rules and regulations 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/or exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number Company shall use its best efforts to cause such registration to become and remain effective (including the taking of shares such steps as are necessary to obtain the removal of Common Stock initially included any stop orders); provided, that the Investors shall furnish the Company, within five (5) business days of the Company's written request, with such appropriate information in such connection therewith (whether requested prior to or after the filing of the Registration Statement with the SEC) as the Company shall be no less than the aggregate 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 Warrantsreasonably request in writing. Each The 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, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their its counsel prior to its filing or other submission. . The number of shares of Common Stock initially included in such Registration Statement shall be no less than one hundred fifty percent (ii150%) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares of Common Stock issuable upon the conversion of the Preferred Stock and exercise of the Warrants on the Closing Date (assuming the Conversion Price set forth in Section 5(b)(ii)(A) of the Certificate of Designation). 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 Statement filed pursuant Period (as defined below) with respect to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415the resale thereof.

Mandatory Registration. (ia) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC on or before April 30, 2000 (the "SEC Filing Date") a Registration Statement (the “Mandatory 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 reasonably acceptable to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included in such Registration Statement shall be no less than equal to at least the aggregate number of Warrant Registrable Securities issuable to each Holder upon conversion of the Shares that are then issuable upon and exercise of or otherwise pursuant to the Warrants, without regard to any limitations determined as if the Shares were converted in full (based on an $5.75 per share conversion price) and the Warrants were exercised in full on the Investors’ ability to exercise the Warrants. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all first anniversary of the Registrable Securities Closing Date. If at any time the number of shares of Common Stock included in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 6.2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementunconverted Shares and unexercised Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 60 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3, or another appropriate form (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering 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 made on a continuous basis the Registration Statement required to be filed by the Company pursuant to Rule 415this Section 6.2(a), and the Company and the Holders shall 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 filed by the Company pursuant to this Section 6.2(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty-five (35) calendar days after the Closing Date (the "Filing Deadline") 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 registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of the Registrable Securitiesat least 3,699,042 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the "Initial Registration Statement"). The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate 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 WarrantsInvestors as set forth in Section 11(k) hereof. Each The Initial 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, which shall not be unreasonably withheld or delayed, ofreview by) the Initial Investors and their counsel at least five (5) Business Days prior to its filing or other submission. (ii) . If for any reasonreason (including, despite but not limited to, a determination by the Company’s use staff of its best efforts to the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC Determination")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in (any such shares that are not included being the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below"Uncovered Shares"), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, andprepare and file with the SEC, as soon as practicable practicable, but in no any event later than prior to the Additional fifth (5th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "Uncovered Share Filing Deadline"), file with either (a) an amendment (the SEC an additional "Uncovered Shares Amendment") to the Initial Registration Statement covering effecting a registration of the resale of all Registrable Securities not already covered by an existing and effective Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "Uncovered Shares Registration Statement"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for an offering acceleration of effectiveness thereof) shall be provided to be made on a continuous basis pursuant the Initial Investors and their counsel for review and comment at least three (3) Business Days prior to Rule 415its filing or other submission. The Company shall use its best efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to thirty (30) days from the applicable Filing Deadlinedate of Closing (as defined in the Securities Purchase Agreement) (the "FILING DATE"), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Debentures 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 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 exercise conversion of or otherwise pursuant to the Debentures and exercise of the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the aggregate sum of (i) the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (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) plus (ii) the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants and the Additional Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Debentures and the Additional Filing Deadline, file with Warrants and upon exercise of the SEC an additional Registration Statement covering Warrants and the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Additional Warrants.

Mandatory Registration. (i) Following If a Registration Event has occurred the Closing DateCompany shall, as soon as reasonably practicable after but, in any event, no later than sixty (60) days after a Registration Event (the Filing Deadline), the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (S−3 or, if Form S-3 in the event the Company is not then availableeligible to use Form S−3, on such form of Registration Statement as is then available to effect a Registration of the Registrable SecuritiesForm S−1, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Shares. Such Registration StatementStatement also shall cover, to the extent allowable permitted by Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant transactions with respect to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsShares. Each Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject in accordance with Section 4(c) to the approval, which shall not be unreasonably withheld or delayed, of) the Investors Facility Agent and their its counsel prior to its filing or other submission. (ii) If for any reasonNotwithstanding the registration obligations set forth in Section 2(a)(i) above, despite in the Company’s use of its best efforts to include event the SEC informs the Company that all of the Registrable Securities in cannot, as a result of the Registration Statement application of Rule 415 under the Securities Act, be registered for resale on a single registration statement initially filed by the Company pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q) belowthe Initial Registration Statement), the Company shall promptly (A) inform the Facility Agent and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC does not permit all and/or (B) withdraw the Initial Registration Statement and file a new registration statement (a New Registration Statement), in either case, covering the maximum number of the Registrable Securities permitted by the SEC to be included inregistered on Form S−3 or Form S−1, as applicable. In the event that the Company amends the Initial Registration Statement or files a New Registration Statement in accordance with the foregoing, the Company shall use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or staff guidance provided from time to time to the Company or to registrants of securities in general, one or more registration statements on Form S−3 or Form S−1, as applicable, or such other form to register for any other reason any resale those Registrable Securities are that were not then included in, such registered for resale on the Initial Registration Statement, then as amended, or the New Registration Statement (the Remainder Registration Statements); provided, however, that the Company shall preparenot, andwithout the Facility Agent's prior written consent (which consent may be withheld, delayed or conditioned at the discretion of the Facility Agent) file or request acceleration of the effectiveness of any Registration Statement under this Section 2(a) if the SEC has informed the Company in the SEC review process that the Facility Agent would be deemed an underwriter under the Securities Act in connection therewith, and the Company in so refraining from filing or requesting acceleration, shall not be in violation or breach of this Agreement. (iii) Subject to the forgoing, the Company shall use commercially reasonable efforts to have the Initial Registration Statement, any New Registration Statement, and any Remainder Registration Statements declared effective as soon as practicable but after the initial filing thereof. The Company shall notify the Facility Agent by facsimile or email as promptly as practicable, and in any event, within one (1) Business Day, after any such Registration Statement is declared effective and shall provide the Facility Agent with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. (iv) During the period beginning on the date of the Registration Event and ending sixty (60) days after the Effectiveness Date, the Company shall refrain from filing, any registration statement other than (i) a Registration Statement filed hereunder or (ii) a registration statement on Form S−8 with respect to stock option plans and agreements and stock plans then in effect. In addition, during the term of this Agreement, in no event later shall the Company include any securities other than the Additional Filing Deadline, file with the SEC an additional Registrable Securities in any Registration Statement covering filed by the resale Company on behalf of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis the Facility Agent pursuant to Rule 415the terms of this Section 2(a).

Mandatory Registration. (i) Following the Closing Date, the 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 the applicable date (the "Filing DeadlineDate") which is twenty (20) days after the First Closing Date (as defined in the Securities Purchase Agreement, file with the SEC "First Closing Date") 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 registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of the at least 3,981,195 Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of reductions in the Conversion Price of the Debentures or the Exercise Price of the Warrants in accordance with the terms thereof, including, but not limited to, the terms which cause the Variable Conversion Price of the Debentures to decrease to the extent the bid price of the Common Stock decreases. The number of shares of Common Stock initially Registrable Securities included in such the Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each The 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, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing 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 the Registrable Securities, subject to the consent of the InvestorsInvestor, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following The Company shall, as promptly as reasonably practicable and in any event no later than 90 days after the Closing Date, Date (the Company shall prepare, and, on or prior to the applicable “Filing Deadline”), prepare and file with the SEC a an initial Registration Statement (the “Mandatory Initial 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 Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the all Registrable Securities, which . Before filing the Registration Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors and their counsel shall have at least three Business Days prior to the anticipated filing date of a Registration Statement to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related Prospectus, prior to its filing with the SEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the Securities 1933 Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions with respect to the Registrable Securities. The number of Such Registration Statement shall not include any shares of Common Stock initially included or other securities for the account of any other holder of securities of the Company without the prior written consent of the Required Investors. The Company shall (a) use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as the Investor or its counsel reasonably proposed by the Investor, and (b) not file any Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to Prospectus or any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothereto containing information regarding the Investor to which Investor reasonably objects, unless such information is required to comply with any applicable law or regulation. The Investors shall furnish all information reasonably requested by the Company and each request for acceleration of effectiveness thereof) as shall be provided reasonably required in connection with any registration referred to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionin this Agreement. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Dateof any Preferred Stock pursuant to the Securities Purchase Agreement and the Certificate of Designation, the Company shall prepare, and, on or prior to the applicable Filing Deadline, Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 or Form SB-2 (or, if Form S-3 is and Form SB-2 are not then available, on such form of Registration Statement as is then available to effect a Registration registration of the Registrable Securities, subject to the consent of the InvestorsBuyer, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, Securities which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 Certificate of Designation and exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one and one-half (1.5) times the aggregate number of Conversion Shares that are then issuable upon conversion of the Preferred Stock or otherwise pursuant to the Certificate of Designation (based on the Conversion Price [as defined in the Certificate of Designation] then in effect) plus the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Buyer’s ability to convert the Preferred Stock or exercise the Warrants. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Preferred Stock or otherwise pursuant to the Certificate of Designation and exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. 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, which shall not be unreasonably withheld or delayed, approval of) the Investors Buyer and their its counsel prior to its filing or other submission. . The Company may include in the Mandatory Registration Statement (iiand any amendments and supplements thereto) If for any reason, despite the Company’s use shares of its best efforts to include all Common Stock issuable upon the conversion of the Registrable Securities Series A Preferred Stock and upon exercise of the warrants issued to the holders of Series A Preferred Stock or their assignees, the shares of Common Stock issuable upon conversion of preferred stock issued as a Preferred Stock Lock-Up Exception (as defined in the Registration Statement filed pursuant Securities Purchase Agreement) and upon exercise of any warrants issued to Section 2 the holders of such preferred stock or their assignees, and the shares of Common Stock referenced in SCHEDULE 3(c-2)(ii). (a)(i) above (and subject to Section 3(q) belowb), the SEC does not permit all (c) and (e) of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Purchase Agreement.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 90 days after the date of the closing under the Purchase Agreement (the "Closing Date"), 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 covering at least 1,200,000 shares of Registration Statement Common Stock as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 415 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, 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 Shares or exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or by reason of changes in the conversion price of the Preferred Shares or the exercise price of the Warrants in accordance with the respective terms thereof. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration StatementPreferred Shares and the exercise in full of the unexercised Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 30 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an any required additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement required to be filed pursuant to the first sentence of this Section 2(a)) or other applicable form covering such number of shares of Common Stock as shall be sufficient to correct such insufficiency; provided, however, that the resale Company shall not be required to file more than one such additional Registration Statement per calendar quarter. For all purposes of all this Agreement (other than Section 2(c) hereof) each such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall have the same rights and obligations (other than Section 2(c) hereof) with respect to such additional Registration Statement as they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to this Section 2(a). The Company shall promptly, but in any event within thirty (30) days of its receipt of written notice, comply with the request of Investors holding a majority in interest of the Registrable Securities that the Company file an amendment to the plan of distribution of the Registration Statement, including, but not already covered by limited to, a request for an existing and effective underwritten public offering; provided, however, that the Company shall not file more than one such amendment to the plan of distribution of the Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415per calendar year.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadlineearlier to occur of (i) ten (10) days from the Funding Date (as defined in the Section 1(d) of the Securities Purchase Agreement) occurring in December 2003 or (ii) thirty (30) days from the date of termination of this transaction as set forth in Section 1(d) of the Securities Purchase Agreement (such earlier date being referred to herein as the "FILING DATE"), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Debentures 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 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 exercise conversion of or otherwise pursuant to the Debentures and exercise of the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than an amount equal to two (2) times the aggregate sum of the number of Conversion Shares that are then issuable upon conversion of the Debentures (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), and the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Debentures or exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Debentures and upon exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Mandatory Registration. (i) Following The Company shall, as promptly as reasonably practicable and in any event no later than 60 days after the Closing Date, Date (the Company shall prepare, and, on or prior to the applicable “Filing Deadline”), prepare and file with the SEC a an initial Registration Statement (the “Mandatory Initial 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 Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the all Registrable Securities, which . Before filing the Registration Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors and their counsel shall have at least three Business Days prior to the anticipated filing date of a Registration Statement to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related Prospectus, prior to its filing with the SEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the Securities 1933 Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions with respect to the Registrable Securities. The number of Such Registration Statement shall not include any shares of Common Stock initially included or other securities for the account of any other holder of securities of the Company without the prior written consent of the Required Investors. The Company shall (a) use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as the Investor or its counsel reasonably proposed by the Investor, and (b) not file any Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to Prospectus or any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothereto containing information regarding the Investor to which Investor reasonably objects, unless such information is required to comply with any applicable law or regulation. The Investors shall furnish all information reasonably requested by the Company and each request for acceleration of effectiveness thereof) as shall be provided reasonably required in connection with any registration referred to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionin this Agreement. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Initial Registration Filing Deadline, Deadline (as defined above) file with the SEC Commission a Registration Statement (the “Mandatory 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 registration of the Registrable Securities, subject to the consent of the InvestorsBuyer, which consent shall will not be unreasonably withheldwithheld)(the “Initial Registration Statement”) covering the resale of the Registrable Securities, Securities which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Buyer's ability to exercise the Warrants (collectively, the “Target Registration Amount”), provided that the Company shall not be required to register any of the shares issuable upon exercise of the “B Warrants” and “C Warrants” (as each is defined in the Securities Purchase Agreement) in the Initial Registration Statement. Notwithstanding the foregoing, if the Company is advised by the staff of the Commission in a written comment letter that it is not eligible to conduct the offering of the Debentures under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the Registration Statement, then the Company may reduce (an “SEC Share Reduction”) the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 (“Rule 415 Eligible”). In the event of an SEC Share Reduction, the inclusion of the Warrant Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) Placement Agent Warrant Shares (to be cut back on a pro-rata basis), (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 3(r), and (iii) the Warrant shares and the Additional Warrant Shares, on a prorate basis. Any cut back of Warrant Shares will be applied pro rata to each holder in proportion to the principal amount of Debentures held by each Holder. In the event that, due to an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which less than the Target Registration Amount (a “Target Registration Shortfall”), then the unregistered portion of the Target Registration Amount (the “Target Registration Shortfall Amount”) shall be included in the next Additional Registration Statement (in accordance with Section 3(b) below). The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. 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, which shall not be unreasonably withheld or delayed, approval of) the Investors Buyer and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on as soon as practicable, but in no event later than forty-five (45) days after the earlier of (A) the Closing Date (as defined in the Securities Purchase Agreement) or prior to (B) the applicable Filing DeadlineWarrant Trigger Date (the earlier of such dates, the "FILING DEADLINE"), file with the SEC a Registration Statement or Registration Statements (the “Mandatory Registration Statement”as necessary) on Form S-3 covering the resale of all of the Registrable Securities (orother than, if the Share Authorization Approval is not obtained prior to the closing of the transactions contemplated by the Securities Purchase Agreement, any Warrant Shares for which the Share Authorization Approval is required prior to their issuance). In the event that Form S-3 is not then availableunavailable for such a registration, on the Company shall use such other form of Registration Statement as is then available to effect for such a Registration of the Registrable Securitiesregistration, subject to the consent provisions of Section 2(f). The Company shall use its best efforts to cause such Registration Statement to be declared effective by the InvestorsSEC as soon as possible, which consent shall but in no event later than the earlier of (a) the fifth business day after the SEC advises the Company that either (A) it will not be unreasonably withheldreview such Registration Statement or (B) covering the resale of the Registrable Securities, which it has no further comments with respect to such Registration Statement, to and (b) one hundred thirty five (135) days after the extent allowable under Closing Date (the Securities Act and earlier of such dates, the rules and regulations promulgated thereunder (including Rule 416"EFFECTIVENESS DEADLINE"), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts Share Authorization Approval is not obtained prior to include all the closing of the Registrable transactions contemplated by the Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)Purchase Agreement, the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable practicable, but in no event later than the Additional later of (A) the Filing DeadlineDeadline and (B) fifteen days (15) days after the date on which the Share Authorization Approval is obtained (the "WARRANT SHARE FILING DEADLINE"), file with the SEC an additional a Registration Statement or Registration Statements (as necessary) on Form S-3 covering the resale of all Registrable of the Warrant Shares for which the Share Authorization Approval is required prior to their issuance. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(f). If the Share Authorization Approval is not obtained prior to the closing of the transactions contemplated by the Securities not already covered by an existing and effective Purchase Agreement, the Company shall use its best efforts to cause such Registration Statement for an offering to be made declared effective by the SEC as soon as possible, but in no event later than the earlier of (a) the fifth business day after the SEC advises the Company that either (A) it will not review such Registration Statement or (B) it has no further comments with respect to such Registration Statement, and (b) ninety (90) days after the date on a continuous basis pursuant to Rule 415which the Share Authorization Approval is obtained (the earlier of such dates, the "WARRANT SHARE EFFECTIVENESS DEADLINE").

Mandatory Registration. (i) Following Subject to the Closing Datelimitations set forth in this Section 2(a)(i) and in Sections 2(a)(ii) and (iii) and Section 7 below, the Company shall preparefile, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement within twenty days (the “Mandatory Registration StatementFiling Date”) of the Effective 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldor comparable or successor form) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Act, which shall be a “shelf registration” made pursuant to Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise 415 adopted pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. Each Registration Statement (and each amendment or supplement theretoSecurities Act, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit cause all of the Registrable Securities to be included inregistered for resale to the public thereunder. The foregoing notwithstanding, or for any other reason any Registrable in the event the Commission notifies the Company that under the Securities are Act it may only include the Closing Shares in the initial registration statement to be filed on the Filing Date, and not then included inthe Milestone Shares, such Registration Statement, then the Company shall preparefile, andwithin seven days of the respective issuance dates of the Milestone Shares, as soon as practicable but in a registration statement on Form S-3 (or comparable or successor form) and shall use its best efforts to cause all such Milestone Shares to be registered for resale to the public thereunder. If a separate registration statement for the Milestone Shares is required and the Company is not then eligible to use Form S-3, it will file the registration statement on Form S-1 or other available form and shall be required to make such filing no event later than thirty (30) days after the Additional Filing Deadlineissuance thereof. (ii) Notwithstanding anything to the contrary set forth in Section 2(a)(i) above, the Company shall not be obligated to prepare or file with any registration statement pursuant to Section 2(a)(i) hereof, or to prepare or file any amendment or supplement thereto, and the SEC an additional Registration Statement covering Stockholders agree that they shall not sell any Registrable Securities, at any time when the resale Company, in the good faith and reasonable judgment of all its Board of Directors, and upon the advice of counsel, reasonably believes that the filing thereof at that time, or the offering or sale of Registrable Securities pursuant thereto, (a) would materially adversely affect a pending or proposed public offering of capital stock of the Company, or an acquisition, merger, recapitalization, consolidation, reorganization or other transaction, or any negotiations, discussions or pending proposals with respect thereto, or (b) would require the disclosure of information that would have a material adverse effect on the Company, is likely to materially adversely affect the Company or any pending transaction or negotiations of the Company, or would constitute a violation of the Securities Act or any state or other applicable securities laws; provided, however, that the filing of a registration statement, or any supplement or amendment thereto, by the Company may be deferred pursuant to this Section 2(a)(ii), and the restrictions on the sale of Registrable Securities by the Stockholders shall be effective, only for the minimum period of time necessary under the circumstances, but not already covered by an existing to exceed sixty (60) days and effective Registration Statement for an offering in any event no more than two deferrals shall be allowed in any twelve (12) month period. In the case of any such delay, the Company shall deliver to the Stockholders or the Representatives a written certificate of the Company’s Chief Executive Officer certifying that such delay is necessary in the good faith and reasonable judgment of the Company's Board of Directors. (iii) The Company shall be entitled to include in any registration statement filed or to be made on a continuous basis filed by the Company pursuant to Rule 415Section 2(a)(i) above shares of the capital stock of the Company to be sold by the Company for its own account or for the account of any other stockholders of the Company except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities to be sold.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadlinedate (the "FILING DATE") which is thirty (30) days after the date of the Closing under the Securities Purchase Agreement (the "CLOSING DATE "), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 Debentures and exercise of or otherwise pursuant to the Investment Options and the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one and one-half (1 1/2) times the sum of (i) the aggregate number of Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Debentures, (ii) the aggregate number of Investment Option Shares that are then issuable upon exercise of or otherwise pursuant to the Investment Options and (iii) the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Debentures or exercise the Investment Options and the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale maximum number of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.shares issuable upon

Mandatory Registration. (i) Following the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineDeadline (as defined below), file with the SEC an additional a Registration Statement or Registration Statements (as is 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, subject to the consent of the Investors holding a majority of the Registrable Securities and the provisions of Section 2(c), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Preferred Shares in accordance with the terms thereof. Such Registration Statement shall initially register for resale 1,000,000 shares of Common Stock, subject to adjustment as provided in Section 3(b). Such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities not already covered issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by an existing and the SEC. The Company shall use its best efforts to have the Registration Statement(s) declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline (as defined below). Except for a Registration Statement for an offering to be made filed by the Company in accordance with this Section 2a, and the Company's Post-Effective Registration Statement filed in accordance with the Company's initial public offering, during the period of time beginning on the date hereof through the date which is ninety (90) days after a continuous basis pursuant to Rule 415Registration Statement filed by the Company in accordance with this Section 2a has been filed and is continuously effective, the Company shall not file any other Registration Statements.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to thirty (30) days from the applicable date of receipt of written demand (the “Investor Demand”) of the Investors (the “Filing DeadlineDate”), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Notes 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 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 exercise conversion of or otherwise pursuant to the Notes and exercise of the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions, provided however, that the no Investor Demand shall be made within ninety (90) days following the Closing Date (as defined in the Securities Purchase Agreement). The number of shares of Common Stock initially included in such Registration Statement shall be no less than an amount equal to two (2) times the aggregate sum 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), and the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor’s ability to convert the Notes or exercise the Warrants. Each The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of not less than the maximum number of shares issuable upon conversion of the Notes and upon exercise of the Warrants. In the event that this good faith estimate proves not to be correct due to a change in the initial Conversion Price for the securities between the date that the Company filed its last pre-effective amendment to the 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the subsequent Registration Statement filed pursuant as required hereunder to Section 2 (a)(imaintain a sufficient number of registered Authorized and Reserved Shares) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for date on which any other reason any Registrable Securities are not then included in, such Registration StatementStatement is declared effective by the SEC, then the Company shall prepareshall, and, as soon as practicable but in no event later than the Additional Filing Deadlinewithin five (5) business days following notice of such effectiveness, file a post-effective amendment with the SEC an additional increasing the number of shares covered by such Registration Statement covering to the resale applicable amount. Provided that the Company meets its obligations under this Section 2(a) with respect to the filing of all Registrable Securities any such post-effective amendment, the Company shall not already covered by an existing and effective Registration Statement for an offering be deemed to be made on a continuous basis pursuant to Rule 415in default under any provision herein or in the Securities Purchase Agreement or the Note by reason of such temporary shortfall in the number of registered Authorized and Reserved Shares.

Mandatory Registration. (i) Following the Closing Date, the 2.1.1 The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC SEC, on the date which is on or before forty-five (45) days after the Closing Date (the "Filing Deadline") 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 registration of all of the Registrable Securities; provided, subject that the Company shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3 promptly after the consent of the Investorsfirst date on which it meets such requirement), which consent shall not be unreasonably withheld) covering to enable the resale of all of the Registrable Securities, Securities which Registration Statement, to the extent allowable under the Securities Act and the 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 the Series A Preferred Stock or exercise of or otherwise the Warrants pursuant to the Warrants or the Warrant Shares provisions to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the "Mandatory Registration Statement"). The number Mandatory Registration Statement shall contain, unless otherwise required by applicable law or the SEC, the "Selling Shareholders" and "Plan of shares Distribution" section of Common Stock initially the Prospectus in a form reasonably satisfactory to the Investors based upon information provided by the selling shareholder. The Registrable Securities included in such the Mandatory Registration Statement shall be no less than registered on behalf of the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations Investors set forth on the Investors’ ability to exercise the WarrantsSchedule 1 hereof. Each The Mandatory 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel at least five (5) business days prior to its filing or other submission. (ii) If for ; such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date thereafter by which the Company must receive the Investors' written indication if any reason, despite Investor does not wish to include their Registrable Securities in such Registration Statement and advising the Company’s Investors of their rights under this Section 2. The Company shall file the Mandatory Registration Statement and use of its best efforts to include cause all of the Registrable Securities (unless an Investor has indicated otherwise with respect to all or any portion of such Investor's Registrable Securities pursuant to the preceding sentence) to be registered under the Securities Act, in connection with the sale or other disposition by the Investors of the Registrable Securities so registered. The Company shall use its best efforts to cause the Mandatory Registration Statement, as amended, to become effective as soon as practicable after the filing thereof. The Mandatory Registration Statement shall only cover the Registrable Securities, the shares of Common Stock described in Section 8(b)(iii) below and any stockholder of the Company that exercises any existing piggy-back registration rights as set forth on Schedule 3.3 attached hereto. 2.1.2 If the Mandatory Registration Statement has not been declared or ordered effective within ninety (90) days after the Closing (the "Three Month Period"), the Company shall pay each Investor a fee equal to 2% of the purchase price paid by such Investor for the Securities for any thirty (30) days after such failure (pro rata for partial months), which payments shall be payable at the end of each calendar month until the date upon which the Mandatory Registration Statement is declared effective, but not to exceed an aggregate of 16%. This payment may be made, at the election of the Company, in cash or in additional shares of Common Stock valued at the VWAP (as defined in the Certificate of Designations, Preferences and Rights of Series A Preferred Stock of the Company) for such stock on the date immediately prior to the date that the payment is made. Notwithstanding anything set forth in this Section 2.1.2, if during the Three Month Period, the SEC modifies or amends the rules with respect to Form S-3 (or any successor form) to change the criteria for availability of Form S-3 (or any successor form), the result of which makes Form S-3 (or any successor form) unavailable to the Company (independent of any action or omission of the Company), the Three Month Period for purposes of this Section 2.1.2 shall be reset and commence from the effective date of such modification or amendment and, with the modification of the period, all other provisions of this Section 2.1.2 shall reset and apply from such date forward. 2.1.3 In the event that the Registration Statement is filed and declared effective but, during the Registration Period (as defined in Section 3.1.2 below), shall thereafter cease to be effective or useable or the prospectus included in the Registration Statement (the "Prospectus", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable (other than as a result of any act or omission by a holder of Registrable Securities), in either case, in connection with resales of the Registrable Securities, without such lapse being cured within ten (10) business days (the "Cure Period"), with the maximum number of days in any Cure Periods during any 365 day period not to exceed forty-five (45) business days, by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below13(a), the SEC does not permit all 13(c), 14 or 15(d) of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, Exchange Act that cures such Registration Statementlapse, then the Company shall preparepay to each Investor (in addition to the rights and remedies available to each Investor under applicable law and this Agreement), andfor the period from and including the first day following the expiration of the Cure Period (or number of days in such Cure Periods exceeding the aforementioned forty-five (45) days) until, but excluding, the earlier of (i) the date on which such failure is cured and (ii) the date on which the Registration Period expires, at a rate equal to two percent (2%) for every thirty days after such failure (pro rata for partial months) of the purchase price paid by such Investor for the Securities, which payment shall be payable at the end of each calendar month. The Company shall have the option to pay such amounts in cash or Common Stock as soon as practicable but provided for in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Section 2.1.2 above.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to as soon as practicable, but not later than thirty (30) days after the applicable Filing Deadlinefirst Closing Date (as defined in the Securities Purchase Agreement) (the "FILING DATE"), shall file with the SEC SEC, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 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 registration of all of the Registrable SecuritiesSecurities issued at such Closing and any intervening Closing prior to the date of filing of the Registration Statement, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least that number of shares of the Common Stock equal to 100% of the Registrable SecuritiesSecurities issued or issuable (i) upon conversion (without giving effect to any limitations on conversion contained in Article IV.C of the Certificate of Designation) of the Preferred Stock, which (ii) Premium on shares of Series C Preferred Stock, and (iii) upon exercise of the Warrants (without giving effect to any limitations on exercise contained in Section 7 of the Warrants), calculated as of a mutually agreeable date within the five (5) trading days prior to the filing date for any Registration Statement. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the rules and regulations 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 or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of reductions in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof (including, but not limited to, in the case of the Preferred Stock, the terms which cause the Conversion Price to decrease to the extent the Closing Sale Price of the Common Stock decreases). The number parties acknowledge that as of shares the date hereof the SEC's position is that Rule 416 does not permit the registration of Common Stock initially the securities described in clause (ii) of the preceding sentence, and that the Registration Statement will not state that it covers such securities unless the SEC changes its position prior to the filing of the Registration Statement. The Registrable Securities included in such each Registration Statement filed hereunder shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each The Registration Statement filed hereunder (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, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. . Anything in the foregoing paragraph or this Agreement to the contrary notwithstanding, with respect to any Registrable Securities as to which the Closing Date as to the related Preferred Shares and related Warrants has not occurred by the date of filing of the above-mentioned Registration Statement (iithe "First Registration Statement"), the Company shall, not later than sixty (60) If days after the last Closing Date, either file an amendment (including, if permitted, a post-effective amendment) to the First Registration Statement or a new Registration Statement (the "New Registration Statement"), whichever is appropriate, to register under the Securities Act such Registrable Securities and, upon the effectiveness of the New Registration Statement, may use the same prospectus for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities pursuant to Rule 429 under the Securities Act. Whenever, in this Agreement a reference is made to the Registration Statement, such reference shall refer to the First Registration Statement and, except where the content otherwise requires its exclusion therefrom, as for example, the payments upon a Registration Default as provided in Section 2(a), shall also include the New Registration Statement, provided, however, that the Investors included in the New Registration Statement filed pursuant to shall not have any additional rights, as for example, designating a separate underwriter as provided in Section 2 (a)(i4(c) above (and subject to Section 3(q) below), the SEC does not permit all or be counted separately in determining a majority-in-interest of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Securities.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Initial Registration Filing Deadline, Deadline (as defined above) file with the SEC Commission a Registration Statement (the “Mandatory 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 registration of the Registrable Securities, subject to the consent of the InvestorsBuyer, which consent shall will not be unreasonably withheldwithheld)(the “Initial Registration Statement”) covering the resale of the Registrable Securities, Securities which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Buyer's ability to exercise the Warrants (collectively, the “Target Registration Amount”), provided that the Company shall not be required to register any of the shares issuable upon exercise of the “E Warrants” and “F Warrants” (as each is defined in the Securities Purchase Agreement) in the Initial Registration Statement. Notwithstanding the foregoing, if the Company is advised by the staff of the Commission in a written comment letter that it is not eligible to conduct the offering of the Debentures under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the Registration Statement, then the Company may reduce (an “SEC Share Reduction”) the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 (“Rule 415 Eligible”). In the event of an SEC Share Reduction, the inclusion of the Warrant Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) Placement Agent Warrant Shares (to be cut back on a pro-rata basis), (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 3(r), and (iii) the Warrant shares and the Additional Warrant Shares, on a prorate basis. Any cut back of Warrant Shares will be applied pro rata to each holder in proportion to the principal amount of Debentures held by each Holder. In the event that, due to an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which less than the Target Registration Amount (a “Target Registration Shortfall”), then the unregistered portion of the Target Registration Amount (the “Target Registration Shortfall Amount”) shall be included in the next Additional Registration Statement (in accordance with Section 3(b) below). The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. 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, which shall not be unreasonably withheld or delayed, approval of) the Investors Buyer and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Dateissuance of the Warrants pursuant to the Facility Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, Deadline (as defined above) 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 registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the WarrantsWarrants issued on the Issuance Date (as defined herein), without regard to any limitations limitation on the Investors’ Buyer’s ability to exercise the Warrants, respectively. Each The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants issued on the Issuance Date and shall be amended if not sufficient. The 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, which shall not be unreasonably withheld or delayed, reasonable approval of) the Investors Buyer and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (ia) Following the Closing Date, the The Company shall prepare, and, prepare and file as soon as practicable but in any event on or prior to twenty-five (25) days after the applicable date of the Closing (the "Filing Deadline, file Date") with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (orbut, without limiting the Company's obligation to file on Form S-3, if Form S-3 is not then availableunavailable to the Company, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldForm S-1) covering the resale of all of the Registrable SecuritiesSecurities in a secondary offering by Purchasers, which Registration Statement, provided that each Purchaser shall have provided timely to the extent allowable under Company all information needed for the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number regarding it and its plan of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactionsdistribution. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, approval of (which approval shall not be unreasonably withheld or delayed, ofdenied)) each Initial Purchaser and its counsel at least five (5) days (or fewer to the Investors and their counsel extent provided herein) prior to its filing or other submission. (iib) If for any reasonthe Company fails to timely obtain Stockholder Approval (as defined in the Securities Purchase Agreement), despite the Company’s use of its best efforts to include all of the Registrable Securities in Company shall (i) within five (5) days (also a "Filing Date") amend the Registration Statement required to be filed pursuant under subsection (a) to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all resale of as many of the Registrable Securities to be included in, or for any other reason any Registrable Securities the Shares and the Warrant Shares issuable upon exercise of the Warrants as are not then included in, registrable in a secondary offering by Purchasers in such Registration Statement, then the Company shall prepare, and, Statement and (ii) prepare and file as soon as practicable but in no any event later than on or prior to five (5) days after the Additional date of the Stockholder Approval (also a "Filing Deadline, file Date") with the SEC an additional a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities not already covered by an existing and effective the Registration Statement as described in clause (i) in a secondary offering by Purchasers, provided that each Purchaser shall have provided timely to the Company all information needed for an offering the Registration Statement regarding it and its plan of distribution. Each Registration Statement required to be made on a continuous basis pursuant filed hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to Rule 415(and subject to the approval of (which approval shall not be unreasonably withheld or denied)) each Initial Purchaser and its counsel at least five (5) business days (or fewer to the extent provided herein) prior to its filing or other submission.

Mandatory Registration. (i) Following each date on which any Notes are issued pursuant to the Closing Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline, Deadline (as defined above) file with the SEC 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 registration of the Registrable Securities), subject to the consent of the InvestorsBuyers, which consent shall will not be unreasonably withheld) , covering the resale of the Registrable Securities, Securities issuable upon conversion of the Notes issued on the applicable Issuance Date which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), and to the extent necessary, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of aggregate shares of Common Stock initially included in such the initial Mandatory Registration Statement shall be no less than 12 million shares (subject to adjustment in the aggregate number event of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to Stock Event (as defined in the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsNotes). 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, which shall not be unreasonably withheld or delayed, of) the Investors Buyers and their counsel prior to its filing or other submission. For the avoidance of doubt, no Mandatory Registration Statement shall be required to be filed with respect to any issuance of Notes if the Applicable Limit (as defined in the Notes) is zero and all Registrable Securities have been registered for resale under an effective Registration Statement. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in, such in a Registration StatementStatement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415415 of the Securities Act. (iii) After the filing and effectiveness of the initial Mandatory Registration Statement, the Company may file any additional Registration Statements in a manner so as to combine all prior Registration Statements in accordance with under Rule 429 under the Securities Act.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior use its reasonable best efforts to the applicable Filing Deadline, file with the SEC as soon as practicable and in any event prior to June 30, 2012, 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 registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable SecuritiesWarrant Shares, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the Initial Registration Statement). The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate number Lender Holders as set forth in Clause 9. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of Warrant Shares effectiveness thereof) has been or will be provided to the Lender Holders and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an SEC Determination)) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are then issuable upon exercise of or otherwise pursuant not included being the Uncovered Shares), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the Warrantstenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the Uncovered Share Filing Deadline), without regard either (a) an amendment (the Uncovered Shares Amendment) to any limitations on the Investors’ ability to exercise Initial Registration Statement effecting a registration of the WarrantsUncovered Shares or (b) a registration statement which registers the Uncovered Shares (the Uncovered Shares Registration Statement). Each The Uncovered Shares Amendment or the Uncovered Shares 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, which shall not be unreasonably withheld or delayed, of) the Investors Lender Holders and their counsel prior to at least concurrently with its filing or other submission. (ii) If for any reason, despite the Company’s . The Company shall use of its reasonable best efforts to include all cause each of the Registrable Securities in the Initial Registration Statement filed pursuant and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, become effective as soon as practicable but after the filing thereof and, provided that the Initial Registration Statement, the Uncovered Shares Amendment or the Uncovered Shares Registration Statement, as the case may be, is not reviewed by the staff of the SEC, in no any event later than prior to the Additional Filing Deadlinetwentieth (20th) calendar day after the filing thereof; and provided further that if the Initial Registration Statement, file with the Uncovered Shares Amendment or the Uncovered Shares Registration Statement, as the case may be, is reviewed by the staff of the SEC, on such date as reasonably practicable after the staff of the SEC an additional has informed the Company that the staff has no further comments on such Initial Registration Statement, Uncovered Shares Amendment or Uncovered Shares Registration Statement covering and in any event prior to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415ninetieth (90th) calendar day after the filing thereof.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") 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 registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to Shares (the extent allowable under the Securities Act and the rules and regulations 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate 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 WarrantsInvestors as set forth in Section 11(k) hereof. Each The Initial 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, which shall not be unreasonably withheld or delayed, of) the Initial Investors and their counsel at least 2 Business Days prior to its filing or other submission. (ii) . If for any reasonreason (including, despite but not limited to, a determination by the Company’s use staff of its best efforts to the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company shall use its reasonable efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as to the Initial Registration Statement filed pursuant to this Section 2 (a)(i) above (and subject to Section 3(q) below2(a), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional ninetieth (90th) calendar after the Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the 60th day after the Uncovered Shares Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 the Company is not then availableeligible to use such form at the time of filing with the SEC, Form S-1) which, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Purchaser of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included equal to the sum of (x) 150% of the number of Common Shares issuable upon conversion of the Preferred Shares at the then applicable Conversion Price (as defined in such Registration Statement shall be no less than the aggregate Certificate) PLUS (y) the number of Warrant Shares that are then issuable upon exercise in full of or otherwise pursuant to the Warrants, Warrants (in each case determined without regard to any the limitations on beneficial ownership contained in the Investors’ ability to exercise Certificate and Warrants). If at any time the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use shares of its best efforts to include all of the Registrable Securities Common Stock included in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit cover all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration StatementCommon Shares and Warrant Shares issuable upon conversion of the Preferred Shares and exercise of the unexercised portion of the Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 30 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (or, if the Company is not eligible to use such form at the time of filing with the SEC, Form S-1) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Purchasers shall 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 filed by the Company pursuant to this Section 2(a). Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Purchasers and the holders of the registration rights described in Schedule 11(a). As of the date of this Agreement, the Company is eligible to file the Registration Statement on Form S-3. (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Purchaser for the resale of all any Registrable Securities hereunder, the Company shall not already covered file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (v) to holders of registration rights described in Schedule 11(a), (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by an existing the Company and effective Registration Statement for an outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering to be made underwritten on a continuous firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity (A) which is engaged in a business similar, complementary or related to the business of the Company or (B) pursuant to Rule 415which the Company issues securities with the primary purpose to directly or indirectly acquire, license or otherwise become entitled to use technology relevant to or useful in the Company's business, so long as in each case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Purchaser promptly after adoption) duly approves such transaction in accordance with its duties under applicable law (each of the forgoing transactions a "BOARD APPROVED TRANSACTION").

Mandatory Registration. (i) Following the Closing Dateof any Debenture pursuant to the Securities Purchase Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, Deadline (as defined above) file with the SEC a Registration Statement (the “Mandatory 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 registration of the Registrable Securities, subject to the consent of the InvestorsBuyer, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, Securities which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 Debenture and exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one and one-half (1.5) times the aggregate number of Conversion Shares that are then issuable upon conversion of the Debenture or otherwise pursuant to the Debenture (based on the Conversion Price (as defined in the Debenture) then in effect) plus the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Buyer's ability to convert the Debenture or exercise the WarrantsWarrants (collectively, the “Target Registration Amount”). Notwithstanding the foregoing, if the Company is advised by the staff of the SEC that it is not eligible to conduct the offering under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the Registration Statement, then the Company may reduce (an “SEC Share Reduction”) the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 (“Rule 415 Eligible”), provided that in no event shall the number of shares covered by such Registration Statement be reduced to a number less than thirty-three percent (33%) (or such lower percentage of the Company’s Public Float as may be required, in writing, in correspondence from the SEC staff to the Company or in a telephone conversation with the SEC staff which includes a representative of the Lead Investor) of the Company’s Public Float (as defined below), on the actual filing date of the subject Registration Statement, where “PUBLIC FLOAT” shall mean the number of shares of Common Stock of the Company that are outstanding, excluding shares held by Affiliates, where “AFFILIATES” shall mean directors, officers and holders of 10% or greater of the outstanding Common Stock of the Company. In such event, any reduction in Registrable Securities covered by the Registration Statement shall be effected on a pro rata basis among all holders of the Registrable Securities. In the event that, due to an SEC Share Reduction or otherwise, the initial Registration Statement shall register a number of shares of Common Stock which less than the Target Registration Amount (an “Initial Target Registration Shortfall”), the unregistered portion of the Target Registration Amount (the “Initial Target Registration Shortfall Amount”) shall be included in the next Follow-On Registration (in accordance with Section 3(b) below). The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Debenture or otherwise pursuant to the Debenture and exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. 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, which shall not be unreasonably withheld or delayed, approval of) the Investors Buyer and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC United States Securities and Exchange Commission ("SEC"), on the date which is fourteen (14) calendar days after the Closing Date (the "FILING DEADLINE") 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 registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors as to the use of such form (as determined pursuant to Section 11(j) hereof)) covering the resale of the Registrable Securitiesat least 2,956,236 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the "INITIAL REGISTRATION STATEMENT"). The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate 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 WarrantsInvestors as set forth in Section 11(k) hereof. Each The Initial 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, which shall not be unreasonably withheld or delayed, ofreview by) the Initial Investors and their counsel at least five (5) business days prior to its filing or other submission. (ii) . If for any reasonreason (including, despite but not limited to, a determination by the Company’s use staff of its best efforts to the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in (any such shares that are not included being the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below"UNCOVERED SHARES"), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, andprepare and file with the SEC, as soon as practicable practicable, but in no any event later than prior to the Additional Filing Deadlinefourteenth (14th) calendar day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), file with either (a) an amendment (the SEC an additional "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement covering effecting a registration of the resale of all Registrable Securities not already covered by an existing and effective Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for an offering acceleration of effectiveness thereof) shall be provided to be made on a continuous basis pursuant the Initial Investors and their counsel for review and comment at least three (3) business days prior to Rule 415its filing or other submission. The Company shall use all commercially reasonable efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or ---------------------- prior to the applicable Filing Deadlinedate which is twenty (20) business days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 exercise conversion of or otherwise pursuant to the Warrants or the Warrant Preferred Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the sum of the aggregate number of Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Preferred Shares (based on the lesser of the Variable Conversion Price and Fixed Conversion Price (each as defined in the Certificate of Designation)) and the Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Preferred Shares or exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Preferred Shares and exercise of the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Mandatory Registration. (i) Following The Company shall, as promptly as reasonably practicable and in any event no later than 45 days after the Closing DateDate (as defined in the Purchase Agreement), the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a an initial Registration Statement (the “Mandatory Initial 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 Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the all Registrable Securities, which . Before filing the Registration Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors shall have at least three Business Days prior to the anticipated filing date of a Registration Statement to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related Prospectus, prior to its filing with the SEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the Securities 1933 Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions with respect to the Registrable Securities. The number of Such Registration Statement shall not include any shares of Common Stock initially included or other securities for the account of any other holder of securities of the Company without the prior written consent of the Required Investors. The Company shall (a) use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as the Investors reasonably propose, and (b) not file any Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to Prospectus or any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothereto containing information regarding the Investor to which Investor reasonably objects, unless such information is required to comply with any applicable law or regulation. The Investors shall furnish all information reasonably requested by the Company and each request for acceleration of effectiveness thereof) as shall be provided reasonably required in connection with any registration referred to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionin this Agreement. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on as soon as practicable, but in no event later than thirty (30) days after the Initial Closing Date or prior sixty (60) days after the Initial Closing Date in the event the Investors elect to sell their Registrable Securities in an underwritten offering (the applicable Filing "FILING Deadline"), file with the SEC a Registration Statement or Registration Statements (as is necessary) (the “Mandatory Registration Statement”"INITIAL REGISTRATION STATEMENT") 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 the Registrable Securitiesregistration, subject to the consent of each Buyer and the Investors, which consent shall not be unreasonably withheldprovisions of Section 2(c)) covering the resale of all of the Registrable SecuritiesSecurities issuable upon conversion of the Preferred Stock and exercise of the Warrants issued (or to be issued) at the Initial Closing and all of the Additional Closings, in each case assuming that shares of Preferred Stock are not to be issued in excess of the "Initial Conversion Cap", as such term is defined in the Certificate of Designation (the "INITIAL REGISTRABLE SECURITIES"), which Registration StatementStatement shall state that, to the extent allowable in accordance with Rules 416 promulgated under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Preferred Stock to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The Such Registration Statement shall initially register for resale at least 200% of the number of Initial Registrable Securities issuable as of the date immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(c). Such registered shares of Common Stock initially included in such Registration Statement shall be no less than allocated among the aggregate Investors pro rata based on the total number of Warrant Shares Initial Registrable Securities issued or issuable as of each date that are then issuable upon exercise of or otherwise pursuant the Initial Registration Statement, as amended, relating to the Warrants, without regard to any limitations on resale of the Investors’ ability to exercise Initial Registrable Securities is declared effective by the WarrantsSEC. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) The Company shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of have the Registrable Securities Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than one hundred and twenty (120) days after the Initial Closing Date (or one hundred and eighty (180) days after the Initial Closing Date in the Registration Statement filed pursuant to Section 2 case of an underwritten offering) (a)(i) above (and subject to Section 3(q) belowthe "EFFECTIVENESS DEADLINE"); provided, however, that if the SEC does not permit the Company to register all of the Initial Registrable Securities, including the Registrable Securities issuable upon conversion of the Additional Preferred Stock, by the Effectiveness Deadline (after the Company has used its best efforts to effect the registration of such securities), (i) the Company shall use its best efforts to register for resale 200% of the Registrable Securities to be included in, issuable upon conversion of the Initial Preferred Stock as of the date immediately preceding the filing date or for any other reason any Registrable Securities are not then included in, such Registration Statement, then upon exercise of the initial outstanding Warrants by the Effectiveness Deadline and (ii) the Company shall prepare, and, as soon as practicable practicable, but in no event later than thirty (30) days after the date that any Buyer delivers an Additional Filing DeadlinePreferred Stock Notice or sixty (60) days after the date that any Buyer delivers an Additional Preferred Stock Notice in the event that such Buyer elects to sell such Registrable Securities in an underwritten offering (the "ADDITIONAL FILING DEADLINE"), file with the SEC a Registration Statement (the "ADDITIONAL REGISTRATION STATEMENT") or an additional amendment to the Initial Registration Statement covering the resale of all 200% of the Registrable Securities not already covered by an existing issuable upon conversion of all of the Additional Preferred Stock issuable pursuant to the Securities Purchase Agreement and effective exercise of Warrants to be issued at the Additional Closing as of the date immediately preceding the filing date and the Company shall use its best efforts to have such Additional Registration Statement for (or amendment or supplement) declared effective by the SEC as soon as practicable, but in no event later than one hundred and twenty (120) days after the delivery of such Additional Preferred Stock Notice (or one hundred and eighty (180) days after the delivery of such Additional Preferred Stock Notice in the case of an offering underwritten offering) (the "ADDITIONAL EFFECTIVENESS DEADLINE"). In the event that, in respect of the Registrable Securities to be made on a continuous basis registered pursuant to Rule 415clause (ii) above, the SEC does not permit the registration of the Registrable Securities issuable upon conversion of Additional Preferred Stock and exercise of Warrants which preferred stock and warrants are to be issued pursuant to subsequent Additional Preferred Stock Notices, then (x) the Company shall use its best efforts to register for resale 200% of the Registrable Securities issuable upon conversion of such Additional Preferred Stock and Warrants that are subject of the Additional Preferred Stock Notice referred to in clause (ii) above as of the date immediately preceding the filing date and the Company shall use its best efforts to have such registration declared effective by the Additional Effectiveness Deadline and (y) the Company shall similarly prepare, file and use its best efforts to have declared effective such number of additional Registration Statements (or amendments to any Additional Registration Statements) as are necessary in connection with the delivery by any Buyer, to the Company, of any subsequent Additional Preferred Stock Notices in accordance with the requirements set forth in clause (ii) above (with each such additional Registration Statement deemed to be an "ADDITIONAL REGISTRATION STATEMENT" hereunder, each such Additional Filing Deadline deemed an "ADDITIONAL FILING DEADLINE" and each such Additional Effectiveness Deadline deemed an "ADDITIONAL EFFECTIVENESS DEADLINE").

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Issuance Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of filing with the SEC, covers the resale by the Initial Holder of a number of shares of Common Stock at least equal to the number of shares of Common Stock issuable upon exercise of the Warrants, determined as if the Warrants were exercised in full on the date of filing of the Registration Statement as is then available to effect a Registration of with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on exercise in full of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration StatementWarrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such exercise. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall 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 filed by the Company pursuant to this Section 2(a). The Registration Statement required to be filed pursuant to this Section 2(a) may also cover the resale (i) by Advantage Fund II Ltd., a British Virgin Island corporation ("Advantage"), and its transferees of all Registrable Securities not already shares of Common Stock issuable to such investor (x) upon the conversion of shares of preferred stock purchased by Advantage on the date hereof and (y) upon the exercise of warrants to purchase shares of Common Stock issuable upon conversion of such preferred stock, and (ii) any of the shares of Common Stock covered by an existing items 1 through 13 of Schedule 3(b) to that certain Subscription Agreement, dated as of December 3, 1997, between the Company and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Advantage.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC United States Securities and Exchange Commission ("SEC"), on the date which is on or before thirty (30) calendar days after the Closing Date (the "FILING DEADLINE") 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 registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable SecuritiesWarrant Shares, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the "INITIAL REGISTRATION STATEMENT"). The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate 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 WarrantsInvestors as set forth in Section 11(k) hereof. Each The Initial 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, which shall not be unreasonably withheld or delayed, of) the Initial Investors and their counsel at least two (2) Business Days prior to its filing or other submission. (ii) . If for any reasonreason (including, despite but not limited to, a determination by the Company’s use staff of its best efforts to the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement effecting a registration of the Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investors and their counsel at least concurrently with its filing or other submission. The Company shall use its reasonable efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof. The Company shall use its reasonable efforts to cause each Registration Statement required to be filed pursuant to this Section 2(a) to become effective as soon as practicable, but, as to the Initial Registration Statement filed pursuant to this Section 2 (a)(i) above (and subject to Section 3(q) below2(a), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional ninetieth (90th) calendar day after the Closing Date, and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the 60th day after the Uncovered Shares Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 45 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (S-3, or, if Form S-3 is not then available, Form S-1 or S-2, which, on such form the date of Registration Statement as is then available filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to effect a Registration the sum of (x) the number of shares of Common Stock issuable upon conversion of the Registrable SecuritiesPreferred Shares, subject determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full on the SEC Filing Date (and determined without regard to the consent limitation on beneficial ownership contained in the proviso to the second sentence of Section 10(a) of the InvestorsCertificate of Designations), which consent shall not be unreasonably withheldplus (y) covering the number of Warrant Shares (determined without regard to the limitation on beneficial ownership contained in Section 1.1(b) of the Warrants) and the resale of such additional number of shares of Common Stock as the Registrable SecuritiesCompany shall in its discretion determine to register in connection with the conversion of Dividend Shares, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, 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 Shares and Dividend Shares or exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or by reason of changes in the conversion price of the Preferred Shares and Dividend Shares in accordance with the terms thereof. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to be included in, unconverted Preferred Shares and Dividend Shares or for any other reason any Registrable Securities are not then included in, such Registration Statementthe unexercised portions of Warrants, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3, or, if Form S-3 is not available, Form S-1 or S-2 (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering filed pursuant to the first sentence of this Section 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 made on a continuous basis the Registration Statement required to be filed by the Company pursuant to Rule 415Section 2(a) of this Agreement, and the Company and the Investors shall 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 filed by the Company pursuant to this Section 2(a).

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadlinedate (the "FILING DATE") which is fifteen (15) business days after the closing date with respect to the Closing under the Securities Purchase Agreement (the "CLOSING DATE"), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than one hundred fifty percent (150%) of the aggregate number of Conversion Shares and Warrant Shares that are then issuable upon conversion of or otherwise pursuant to the Preferred Shares (based on the Conversion Price (as defined in the Certificate of Designation) then in effect and assuming the Company does not default on any of its obligations under this Agreement, the Certificate of Designation or the Securities Purchase Agreement) and the exercise of or otherwise pursuant to the Warrants (based on the Exercise Price (as defined in the Warrants) then in effect), in each case without regard to any limitation on the Investor's ability to convert the Preferred Shares or exercise the Warrants. The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and exercise of or otherwise pursuant to the Warrants, without regard to any limitations on . The Company shall provide the Investors’ ability to exercise the Warrants. 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, which shall not be unreasonably withheld or delayed, of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use with a copy of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant and any pre- or post-effective amendment thereto not less than seven (7) business days prior to Section 2 the intended filing date and shall provide copies of any supplements not less than two (a)(i2) above (and subject business days prior to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415intended filing date.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or ---------------------- prior to the applicable date (the "Filing DeadlineDate") which is thirty (30) days after the date of the Closing under the Securities Purchase Agreement (the "Closing Date"), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 the Preferred Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of changes in the Conversion Price of the Preferred Shares in accordance with the terms thereof or the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the aggregate number of Conversion Shares and Warrant Shares that are then issuable upon conversion of the Preferred Shares (based on the lesser of the Market Price as would then be in effect and the Fixed Conversion Price then in effect (each as defined in the Certificate of Designation)) and the exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Preferred Shares or exercise the Warrants. Each The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Preferred Shares and 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 shall be subject to the approval, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following Promptly following the closing of the purchase and sale of the securities contemplated by the Securities Purchase Agreement (the "Closing Date") but no later than forty (40) days after the Closing DateDate (the "Filing Deadline"), the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC SEC, a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 or Form SB-2 (or, if the Company is not eligible to use Form S-3 is not then availableor Form SB-2, on such form of Registration Statement as the Company is then available eligible to effect a Registration registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities. (ii) The Company shall use its best efforts to cause to be declared effective by the SEC the Registration Statement described under Section 2(a)(i) as soon as practicable after the filing thereof, which provided, however, the Company shall cause such Registration Statement to be declared effective by the SEC not later than seventy (70) days after the Closing Date, or one hundred ten (110) days after the Closing Date if the SEC reviews the Registration Statement, (the "Effective Deadline"). (iii) The number of shares of Common Stock to be included in such Registration Statement under this Section 2(a) shall be no less than an amount equal to the sum of (A) [150% of the number of aggregate number of shares of Common Stock issuable upon conversion of the Debentures] shares representing the shares of Common Stock issued or issuable upon conversion of, or otherwise issuable pursuant to, the Debentures, and (B) [100% of the number of shares of Common Stock issuable upon exercise of the Warrants] shares representing the number of the shares of Common Stock issued or issuable upon exercise of, or otherwise issuable pursuant to, the Warrants, without regard to any limitation on any Investor's ability to convert the Debentures or exercise the Warrants. Such Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 exercise of conversion of, or otherwise pursuant to to, the Debentures and exercise of, or otherwise pursuant to, the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing dividends or other submissiondilutive transactions. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline, Deadline (as defined above) 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 registration of the Registrable Securities, subject to the consent of the InvestorsBuyers, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the WarrantsWarrants issued on the Issuance Date, without regard to any limitations limitation on the InvestorsBuyers’ ability to exercise the Warrants, respectively. 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, with respect to information regarding the Buyers and their plan of distribution, which approval shall not be unreasonably withheld or delayed, of) the Investors Buyers and their counsel prior to its filing or other submissionsubmission in accordance with Section 3(g). (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in, such in a Registration StatementStatement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i1) Following On or before the Closing Required Filing Date, the Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement (which covers the “Mandatory Registration Statement”) resale by the Buyers of a number of shares of Common Stock equal to at least the number of Conversion Shares issuable to each Buyer upon conversion of the Preferred Shares, and one quarter-year of accrued and unpaid dividends on Form S-3 (orthe Preferred Shares at the rate specified in the Certificate of Designations, if Form S-3 determined at the Conversion Price which is not then available, applicable on such form of the day the Registration Statement as is then available to effect a Registration filed with the SEC and (B) the number of Warrant Shares issuable upon exercise of the Registrable SecuritiesWarrants, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)1933 Act, 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 Shares exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii2) If for Prior to the SEC Effective Date, and during any reason, despite time subsequent to the Company’s use of its best efforts to include all of the Registrable Securities in SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of any Registrable Securities, the Company shall not file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than (A) any registration statement on Form S-8 and (B) any registration statement or amendment which the Company is required to file, or as to which the Company is required to request acceleration, pursuant to Section 2 any obligation in effect on the date of execution and delivery of this Agreement. (a)(i3) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such If a Registration StatementEvent occurs, then the Company shall preparewill make payments to each Buyer as partial liquidated damages for the minimum amount of damages to that Buyer by reason thereof, andand not as a penalty, as soon as practicable but in no event later than at the Additional Filing Deadline, file rate of 1% per month of the Purchase Price paid by that Buyer pursuant to this Agreement (excluding the Purchase Price with the SEC an additional Registration Statement covering the resale of all Registrable Securities not respect to Shares already covered by an existing and effective Registration Statement for an offering to sold or which may be made on a continuous basis sold pursuant to Rule 415144(k), for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to each Buyer, and shall not constitute the Buyers’ exclusive remedy for such events. The Registration Default Period shall terminate upon (u) the filing of the Registration Statement in the case of clause (i) of the definition of “Registration Event”; (v) the SEC Effective Date in the case of clause (ii) of the definition of “Registration Event”; (w) the ability of each Buyer to effect sales pursuant to the Registration Statement in the case of clause (iii) of the definition of “Registration Event”; (x) the listing or inclusion and/or trading of the Common Stock on a Trading Market, as the case may be, in the case of clause (iv) of the definition of “Registration Event”; (y) the delivery of such shares or certificates in the case of clause (v) of the definition of “Registration Event”; and (z) in the case of the events described in clauses (ii) and (iii) of the definition of “Registration Event”, the earlier termination of the Registration Period and in each such case any Registration Default Period that commenced by reason of the occurrence of such event shall terminate if at the time no other Registration Event is continuing. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages hereunder shall cease when a Buyer no longer holds the Preferred Shares or Registrable Securities.

Mandatory Registration. The Company has prepared and filed with the SEC a Registration Statement on Form S-3 (ithe "FIRST REGISTRATION STATEMENT") Following covering the Closing Dateresale of in excess of 5,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the exercise of the Initial Warrant which was declared effective by the SEC on December 4, the 1998. The Company shall prepare, and, on or prior to twenty (20) days after the applicable date of the closing of the sale of Series B Preferred Stock (the "Filing DeadlineDate"), file with the SEC a Registration Statement (the “Mandatory Registration Statement”"SECOND 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 registration of all of the Series B Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Purchasers (as determined pursuant to Section 11.10 hereof)) covering the resale of the Registrable Securities4,000,000 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations 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 the exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially Registrable Securities included in such the Registration Statement Statements referenced above shall be no less than allocated among the aggregate 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 WarrantsPurchasers as set forth in Section 11.11 hereof. Each The Registration Statement Statements (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, approval of (which approval shall not be unreasonably withheld or delayed, ofdenied)) the Investors Initial Purchasers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. The Company shall utilize best efforts to (i) Following amend the Company's existing Registration Statement on Form S-1 (Registration Statement No. 333-70523) or (ii) to file a Registration Statement on Form S-3, to cover resale of Shares issued to the Purchaser upon conversion of the Debentures and upon exercise of the Warrants; provided, however, that in the event that the resale of the Shares is covered by a Registration on Form S-3 rather than on an amended Registration Statement No. 333-70523, such Registration on Form S-3 shall be declared effective prior to Registration Statement No. 333-70523. The number of Shares to be included in the Registration Statement shall be equal to at least two (2) times the sum of: (i) the number of shares of Common Stock that are issuable upon conversion of the Debentures on the date of filing, without regard to any limitation on any holder's ability to convert the Debentures, and (ii) the Shares issuable upon exercise of the Warrants on the date of filing, without any regard to any limitation on any holder's ability to exercise the Warrants. If the Company shall not succeed in obtaining such approval from the Commission, within thirty (30) days of the Closing Date (the "Required Filing Date"), the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC Commission a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (orthe Shares, if Form S-3 is not then available, on such form of as set forth in the preceding sentence. Such Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which or amended Registration Statement, to as the extent allowable case may be, shall state that, in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, shall state that such Registration Statement it also covers such indeterminate number of additional shares of Common Stock Shares as may become issuable upon conversion of such Debentures or exercise of or otherwise pursuant to the such Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions and (ii) to the extent that is consistent with the interpretations of the Commission of such rule at such time, resulting from any adjustment in the applicable Conversion Price of such Debentures or the Exercise Price of such Warrants. The If at any time one and one-half (1 1/2) times the sum of (i) the number of Shares into which such Debentures may be converted, and (ii) the maximum number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on exceeds the Investors’ ability to exercise total number of Shares so registered, the Warrants. Each Company shall (A) if such Registration Statement (and each amendment or supplement theretohas not been declared effective by the Commission at that time, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in amend the Registration Statement filed by the Company pursuant to Section 2 the preceding portions of this paragraph, to register such number of Shares as shall equal two (a)(i2) above times the sum of (I) the number of Shares into which such Debentures may be converted and subject to Section 3(q(II) below), the SEC does not permit all maximum number of shares issuable upon exercise of the Registrable Securities to be included inWarrants, or for any other reason any Registrable Securities are not then included in, (B) if such Registration Statement, then Statement has been declared effective by the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing DeadlineCommission at that time, file with the SEC Commission an additional Registration Statement covering the resale on S-3 to register all of all Registrable Securities such Shares that have not already covered been so registered; provided, however, that the determination as to whether the Company is obligated to register additional Shares resulting solely from a diminution in the conversion price of the Debentures shall be determined by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.using the average of the closing

Mandatory Registration. (i) Following 2.1.1 The Company shall file with the SEC, promptly after the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing 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 registration of all of the Registrable Securities; provided, subject that the Company shall convert such other form to Form S-3, or file a replacement registration statement on Form S-3 promptly after the consent of the Investorsfirst date on which it meets such requirement), which consent shall not be unreasonably withheld) covering the resale of 125% of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)thereunder, 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 Series A Preferred Stock, exercise of or otherwise pursuant to the Warrants or exercise of the Warrant Shares Placement Agent Warrants pursuant to provisions to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the "MANDATORY REGISTRATION STATEMENT"). The number Mandatory Registration Statement shall contain, unless otherwise required by applicable law or the SEC, the "SELLING SHAREHOLDERS" and "PLAN OF DISTRIBUTION" section of shares of Common Stock initially the Prospectus in a form reasonably satisfactory to the Investors based upon information provided by the selling shareholder. The Registrable Securities included in such the Mandatory Registration Statement shall be no less than registered on behalf of the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations Investors set forth on the Investors’ ability to exercise the WarrantsSCHEDULE 1 hereof. Each The Mandatory 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel at least five (5) business days prior to its filing or other submission. (ii) If for ; such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date thereafter by which the Company must receive the Investors' written indication if any reason, despite the Company’s use of its best efforts Investor does not wish to include their Registrable Securities in such Registration Statement and advising the Investors of their rights under this Section 2. The Company shall file the Mandatory Registration Statement and cause all of the Registrable Securities (unless an Investor has indicated otherwise with respect to all or any portion of such Investor's Registrable Securities pursuant to the preceding sentence) to be registered under the Securities Act, in connection with the sale or other disposition by the Investors of the Registrable Securities so registered. The Company shall use its best efforts (i) to cause the Mandatory Registration Statement, as amended, to become effective as soon as practicable after the filing thereof and (ii) to maintain the effectiveness of the Mandatory Registration Statement for a period of two years from the date such registration statement is initially declared effective.. 2.1.2 If the Mandatory Registration Statement has not been declared or ordered effective within one hundred twenty (120) days after the Closing, the Company shall pay each Investor a fee equal to 1% of the purchase price paid by such Investor for the Securities plus the aggregate exercise price of the Warrants and the Placement Agent Warrants for the first two thirty (30) day periods after such failure and 2.5% of such amount for each subsequent thirty (30) day period (pro rata, in each case, for partial months), which payments shall be payable at the end of each calendar month until the date upon which the Mandatory Registration Statement is declared effective. This payment may be made, at the election of the Company, in cash or in additional shares of Series A Preferred Stock valued at the Original Purchase Price. 2.1.3 In the event that the Registration Statement is filed and declared effective but, during the Registration Period (as defined in Section 3.1.2 below), shall thereafter cease to be effective or useable or the prospectus included in the Registration Statement (the "PROSPECTUS", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable (other than as a result of any act or omission by a holder of Registrable Securities), in either case, in connection with resales of the Registrable Securities, without such lapse being cured within ten (10) business days (the "CURE PERIOD"), with the maximum number of days in any Cure Periods during any 365 day period not to exceed forty-five (45) business days, by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below13(a), the SEC does not permit all 13(c), 14 or 15(d) of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, Exchange Act that cures such Registration Statementlapse, then the Company shall preparepay to each Investor (in addition to the rights and remedies available to each Investor under applicable law and this Agreement), andfor the period from and including the first day following the expiration of the Cure Period (or number of days in such Cure Periods exceeding the aforementioned forty-five (45) days) until, but excluding, the earlier of (i) the date on which such failure is cured and (ii) the date on which the Registration Period expires, at a rate equal to two and one-half percent (2.5%) for every thirty days after such failure (pro rata for partial months) of the purchase price paid by such Investor for the Securities plus the aggregate exercise price of the Warrants and the Placement Agent Warrants, which payment shall be payable at the end of each calendar month. The Company shall have the option to pay such amounts in cash or Common Stock as soon as practicable but provided for in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Section 2.1.2 above.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable date (the "Filing DeadlineDate") which is forty-five (45) days after the Closing Date (as defined in the Purchase Agreement), 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 (i) with respect to the Draw Down Shares and Warrant Shares and (ii) upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the sum of (x) the aggregate number of Draw Down Shares issuable pursuant to the Purchase Agreement (assuming that $250,000,000 of Draw Down Shares were to be issued at a price equal to the VWAP (as defined in the Purchase Agreement) on the Closing Date) and (y) one hundred twenty percent (120%) of the aggregate number of Warrant Shares that are then issuable upon the exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Company's ability to effect Draw Downs under the Purchase Agreement or on the Investor's ability to exercise the Warrants. Each The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable under the Purchase Agreement and 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 shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) approval of the Investors Initial Investor and their its counsel prior to its filing or other submission. (ii) If for any reason, despite . The Company shall provide the Company’s use Initial Investor and its counsel with a copy of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant and any pre- or post-effective amendment thereto not less than seven (7) business days prior to Section 2 the intended filing date and shall provide copies of any supplements not less than two (a)(i2) above (and subject business days prior to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415intended filing date.

Mandatory Registration. (i) Following The Company shall, in connection with the Closing Date, IPO and with the same Registration Statement utilized by the Company shall preparefor the IPO, and, on or prior to the applicable Filing 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 registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) Securities covering the resale of all Registrable Securities underlying the Registrable SecuritiesNotes issued or otherwise issuable pursuant to the Securities Purchase Agreement, which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Notes to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The Company acknowledges that the number of Registrable Securities initially to be included in the Registration Statement for the Registrable Securities shall represent a good faith estimate of the maximum number of shares issuable upon conversion of the Notes. Notwithstanding the foregoing agreement to register all Registrable Securities in connection with the IPO, if, in connection with IPO, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock initially which may be included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant because, in such underwriter(s)’ sole and absolute judgment, marketing or other factors dictate such limitation is necessary to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementfacilitate public distribution, then the Company shall preparebe obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Purchaser has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Purchasers seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Purchasers; provided, andhowever, as soon as practicable but that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in no event later than the Additional Filing Deadline, file such Registration Statement or are not entitled to pro rata inclusion with the SEC Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If a Registration Statement registering of all the Registrable Securities is not declared effective by October 31, 2006, the Company shall pay, in cash, and in addition to any other remedies available in law or equity, liquidated damages to each of the Purchasers in an amount equal to (i) one and one-half percent (1.5%) of each Purchaser’s subscription amount for the first 30 days (or part thereof) after July 31, 2006 and (ii) an additional Registration Statement covering the resale one and one-half percent (1.5%) of all Registrable Securities not already covered by an existing and effective Registration Statement each Purchaser’s subscription amount for an offering any subsequent 30-day period (or part thereof), thereafter, subject to a maximum aggregate penalty of ten percent (10%) of each Purchaser’s subscription amount. Such payments shall be made on a continuous basis pursuant to Rule 415the first business day of each month, commencing November 1, 2006, until such Registration Statement is declared effective and all pro rate portions of such payments for the month in which such Registration Statement is declared effective shall be paid within five (5) business days of the declaration of effectiveness.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, andfile with the United States Securities and Exchange Commission (“SEC”), on or prior to before thirty (30) calendar days after the applicable Closing Date (the “Filing 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 registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional at least 5,993,498 shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to (the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions“Initial Registration Statement”). The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate 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 WarrantsInvestors as set forth in Section 11(k) hereof. Each The Initial 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) counsel. If for any reasonreason (including, despite but not limited to, a determination by the Company’s use staff of its best efforts to the SEC that all or any portion of the Registrable Securities cannot be included in the Initial Registration Statement (an “SEC Determination”)) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in (any such shares that are not included being the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below“Uncovered Shares”), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, andprepare and file with the SEC, as soon as practicable practicable, but in no any event later than prior to the Additional tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the “Uncovered Share Filing Deadline”), file with either (a) an amendment (the SEC an additional “Uncovered Shares Amendment”) to the Initial Registration Statement covering effecting a registration of the resale of all Registrable Securities not already covered by an existing and effective Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the “Uncovered Shares Registration Statement”). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for an offering acceleration of effectiveness thereof) shall be provided to be made on a continuous basis pursuant the Investors and their counsel. The Company shall use its best efforts to Rule 415cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Mandatory Registration. (ia) Following If the Company is late in filing any SEC periodic report (after taking into consideration any permitted extensions) for more than thirty (30) days during the first twelve months following the Closing Date, then within twenty (20) business days thereafter, the Company shall prepare, and, on or prior to the applicable Filing Deadline, will prepare and file with the SEC a Registration Statement (the “Mandatory Registration Statement”) registration statement on Form S-3 S-3, or if the Company is ineligible to use Form S-3, then within thirty (or30) business days thereafter, if the Company will prepare and file with the SEC a registration statement on Form S-3 is not then availableS-1 (or successor forms), on such form for the purpose of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable registering under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in Shares for resale by, and for the account of, the Investor as the selling stockholder thereunder (the “Registration Statement”). The Registration Statement filed pursuant shall permit the Investor to Section 2 (a)(i) above (offer and subject to Section 3(q) below)sell, the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415415 under the Securities Act, any or all of the Registrable Shares. The Company agrees to use its commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable. (b) The Company shall be required to keep the Registration Statement effective until such date that is the earlier of (such date is referred to herein as the “Mandatory Registration Termination Date”) (i) the date as of which the Investor may sell all of the Registrable Shares without restriction (including without any requirement concerning the availability of adequate current public information concerning the Company) pursuant to Rule 144 assuming a cashless exercise of the Warrant or (ii) the date when all of the Registrable Shares registered thereunder shall have been sold. Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investor shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto).

Mandatory Registration. (i) Following the The Company shall, as soon as practicable after each Closing Date but in no event more than 45 days following such Closing Date, the Company shall prepare, and, on or prior to the applicable Filing 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 registration of the Registrable Securities, subject to the consent of the InvestorsInvestors (as determined pursuant to Section 10(a) hereof), which consent shall will not be unreasonably withheldwithheld conditioned or delayed) covering the resale of the Registrable Securities, which Securities issued or issuable to such Investors pursuant to securities of the Company issued on each such Closing Date. The Registration Statement, to the extent allowable under the Securities 1933 Act and the rules and regulations 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 Shares and/or exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number Company shall use its best efforts to cause such registration to become and remain effective (including the taking of shares such steps as are necessary to obtain the removal of Common Stock initially included any stop orders); provided, that the Investors shall furnish the Company, within five (5) business days of the Company's written request, with such appropriate information in such connection therewith (whether requested prior to or after the filing of the Registration Statement with the SEC) as the Company shall be no less than the aggregate 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 Warrantsreasonably request in writing. Each The 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, which shall not be unreasonably withheld or delayed, approval of) the Investors and their counsel prior to its filing or other submission. . The number of shares of Common Stock initially included in such Registration Statement shall be no less than one hundred fifty percent (ii150%) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares of Common Stock issued to the Investors on such Closing Date or issuable pursuant to the securities of the Company issued to the Investors on such Closing Date (assuming the Conversion Price set forth in Section 5(b)(ii)(A) of the Certificate of Designation). 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 Statement filed pursuant Period (as defined below) with respect to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415the resale thereof.

Mandatory Registration. (i) Following Within 45 days following the Closing DateDate (the "FILING DEADLINE"), the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC United States Securities and Exchange Commission ("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 available) to effect a Registration registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securitiesat least 7,825,000 shares of Common Stock, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the "INITIAL REGISTRATION STATEMENT"). The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate 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 WarrantsInvestors as set forth in Section 11(k) hereof. Each The Initial 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, which shall not be unreasonably withheld or delayed, ofreview by) the Initial Investors and their counsel at least five (5) business days prior to its filing or other submission. (ii) . If for any reasonreason (including, despite but not limited to, a determination by the Company’s use staff of its best efforts to the SEC that all or any portion of the Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in (any such shares that are not included being the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below"UNCOVERED SHARES"), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, andprepare and file with the SEC, as soon as practicable practicable, but in no any event later than within 30 days after becoming aware of the Additional Filing Deadlineexistence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), file with either (a) an amendment (the SEC an additional "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement covering effecting a registration of the resale of all Registrable Securities not already covered by an existing and effective Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for an offering acceleration of effectiveness thereof) shall be provided to be made on a continuous basis pursuant the Initial Investors and their counsel for review and comment at least three (3) business days prior to Rule 415its filing or other submission. The Company shall use its best efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadlinedate (the "FILING DATE") that is thirty (30) calendar days after the Closing, 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 registration of the Registrable Securities, subject to the consent of the Investorsholders of a majority-in-interest of the Registrable Securities, which consent shall will not be unreasonably withheld, conditioned or delayed) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (a) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (b) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two million seven hundred thirty-two thousand two hundred ninety-three (2,732,293), representing the aggregate number of Warrant Conversion Common Shares that are then initially issuable upon conversion of the Preferred Shares and upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each The 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, approval of (which shall approval will not be unreasonably withheld withheld, conditioned or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s . The Company shall use of its best all commercially reasonable efforts to include all obtain effectiveness of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable practicable, but in no any event not later than the Additional Filing Deadline, file with 105th day after the SEC an additional Registration Statement covering Closing (the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415"REGISTRATION DEADLINE").

Mandatory Registration. (i) Following the Closing date on which any Warrants are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the Company shall prepare, and, on or prior to the applicable Filing Deadline, Deadline (as defined above) 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 registration of the Registrable Securities, subject to the consent of the InvestorsBuyers, which consent shall will not be unreasonably withheld) covering the resale of the Registrable Securities, Securities issued on the applicable Issuance Date (as defined below) which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the WarrantsWarrants issued on the Issuance Date, without regard to any limitations limitation on the InvestorsBuyers’ ability to exercise the Warrants, respectively. 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, which shall not be unreasonably withheld or delayed, approval of) the Investors Buyers and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), reason the SEC does not permit all of the Registrable Securities to be included inin the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any Registrable Securities are not then included in, such in a Registration StatementStatement filed under this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to before the applicable twentieth (20th) day following the Closing Date (the "Filing DeadlineDate"), 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 registration of all of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheldInitial Investors (as determined pursuant to Section 11(j) hereof)) covering the resale of at least 1,010,000 Registrable Securities (200% of the Registrable Securitiesmaximum number of shares of Common Stock issuable upon the full conversion of or otherwise with respect to the Preferred Stock (based on the Conversion Price (as defined in the Certificate of Designation) in effect on the Closing Date), plus 100% of the maximum number of shares of Common Stock issuable upon the full exercise of the Warrants), which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations 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 exercise conversion of or otherwise pursuant to the Warrants or the Warrant Shares Preferred Stock (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of reductions in the Conversion Price of the Preferred Stock in accordance with the terms thereof (including, but not limited to, the terms which cause the Variable Conversion Price to decrease to the extent the Closing Bid Price of the Common Stock decreases). The number of shares of Common Stock Registrable Securities initially included set forth in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant allocated to the Warrants, without regard to any limitations on the Investors’ ability to exercise the WarrantsInvestors as set forth in Section 11(k) hereof. Each The 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, which shall not be unreasonably withheld or delayed, approval of) the Initial Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC not later than the Filing Date a Registration Statement or Registration Statements (the “Mandatory Registration Statement”as necessary) on Form S-3 (or, if Form S-3 is not then available, on such form covering the resale of Registration Statement as is then available to effect a Registration all of the Registrable Securities, subject in an amount sufficient to the consent of the Investors, which consent shall not be unreasonably withheld) covering cover the resale of the Shares issuable upon conversion of the Notes and exercise of the Warrants, the Additional Warrants, and the Placement Warrants and payments of interest and installments of Mandatory Prepayments (as defined in the Notes) on the Notes. In the event that Form S-3 is unavailable and/or inappropriate for such a registration of all the Registrable Securities, the Company shall use such other form or forms as are available and appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register for resale at least 16,000,000 shares of Common Stock, which Registration Statement, includes such number of shares as are in good faith estimated by the Company to be issuable due to the extent allowable operation of the anti-dilution provisions of the Purchase Agreement, the Warrants, the Additional Warrants and the Placement Warrants. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act and as promptly as possible after the rules and regulations promulgated thereunder filing thereof, but in any event prior to the Effective Date; provided that, if (including Rule 416), shall state that such 1) the Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise is not filed by the Filing Date, (2) the Registration Statement is not declared effective by the Effective Date, (3) the Registration Statement required to be filed by the Company pursuant to this Section shall cease to be available for use by any holder of the Warrants Note which is named therein as a selling stockholder for any reason (including, without limitation, by reason of a stop order, a material misstatement or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included omission in such Registration Statement shall be no less than or the aggregate number information contained in such Registration Statement having become outdated), or (4) the Company fails, refuses or is otherwise unable timely to issue, Shares upon conversion of Warrant Shares that are then issuable the Notes or upon exercise of or otherwise pursuant to the Warrants in accordance with the terms of the Notes and the Warrants, without regard or certificates therefor as required under the Transaction Documents, then the Company shall pay to each Purchaser an amount equal to one percent (1%) per 30-day period of the purchase price paid for the Notes purchased by such Purchaser. Thereafter, for every 30 days that pass during which any limitations on of the Investors’ ability events described in clauses (1), (2), (3) and (4) above occurs and is continuing (the "Blackout Period"), the Company shall pay to exercise each Purchaser an additional amount equal to one percent (1%) of the Warrantspurchase price paid for the Notes purchased by such Purchaser. Each such payment shall be due within five days of the end of each calendar month of the Blackout Period until the termination of the Blackout Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Purchaser, and shall not constitute the Purchaser's exclusive remedy for such events. The Blackout Period shall terminate upon (x) the filing of the Registration Statement in the case of clause (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof1) shall be provided to above; (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, ofy) the Investors effectiveness of the Registration Statement in the case of clauses (2) and their counsel prior to its filing (3) above; and (z) delivery of such shares or other submissioncertificates in the case of clause (4) above. (ii) If for any reason, despite the Company’s The Company shall use of its best efforts to include keep each Registration Statement effective (pursuant to Rule 415 if available) at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold and (ii) the date on which the Registrable Securities (in the opinion of counsel to each Purchaser and reasonably acceptable to legal counsel for the Company) may be immediately sold without restriction (including without limitation as to volume restrictions by each holder thereof) without registration under the Securities Act (the "Registration Statement filed Period"). (iii) If any offering pursuant to a Registration Statement, pursuant to Section 2 hereof, involves an underwritten offering (a)(i) above (and subject to Section 3(q) belowwhich may only be with the consent of the Company), each Purchaser shall have the SEC does right to select legal counsel and an investment banker or bankers and manager or managers to administer to the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company. (iv) If the Registrable Securities are registered for sale under the Securities Act, the Purchasers shall cease any distribution of such shares under the Registration Statement not permit all more than once in any 12-month period, for up to 30 days, upon the request of the Company if: (x) such distribution would require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Company's Board of Directors, would materially interfere with such transaction or negotiations, (y) such distribution would otherwise require premature disclosure of information that, in the good faith judgment of the Company's Board of Directors, would adversely affect or otherwise be detrimental to the Company or (z) the Company proposes to file a registration statement under the Securities Act for the offering and sale of securities for its own account in an underwritten offering and the managing underwriter therefor shall advise the Company in writing that in its opinion the continued distribution of the Registrable Securities would adversely affect the offering of the securities proposed to be included inregistered for the account of the Company. The Company shall promptly notify each Purchaser at such time as (i) such transactions or negotiations have been otherwise publicly disclosed or terminated, or for any other reason any Registrable Securities are (ii) such non-public information has been publicly disclosed or counsel to the Company has determined that such disclosure is not then included in, required due to subsequent events. (v) The Company shall permit a single firm of counsel designated by the Purchasers to review such Registration Statement, then and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof and any correspondence between the Company shall prepareand the SEC relating to the Registration Statement) (collectively, and, as soon as practicable but in no event later than the Additional Filing Deadline, file "Registration Documents") a reasonable period of time prior to their filing with the SEC an additional SEC, and not file (or send) any Registration Documents in a form to which such counsel reasonably objects and will not request acceleration of such Registration Statement without prior notice to such counsel. The sections of such Registration Statement covering information with respect to the resale Purchasers, the Purchaser's beneficial ownership of all securities of the Company or the Purchasers intended method of disposition of Registrable Securities not already covered shall conform to the information provided to the Company by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415each of the Purchasers.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (or, if Form S-3 is not then availablewhich, on such form the date of filing with the SEC, covers the resale by the Initial Investor of a number of shares of Common Stock at least equal to the number of shares of Common Stock issuable upon conversion of the Preferred Shares and the Warrants, determined as if the Preferred Shares, together with accrued and unpaid dividends thereon, were converted in full and the Warrants were exercised in full (and determined without regard to the restriction in the proviso to the second sentence of Section 10(a) of the Certificate of Designations) on the date of filing of the Registration Statement with the SEC and as is then available to effect a Registration of if the Registrable SecuritiesPreferred Shares were convertible and the Warrants were exercisable on such date, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, and which Registration StatementStatement shall state that, to the extent allowable in accordance with Rule 416 under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416)Act, 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 Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. The If at any time the number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement required to be filed pursuant as provided in the first sentence of this Section 2(a) shall be insufficient to Section 2 (a)(i) above (and subject to Section 3(q) below), cover the SEC does not permit all number of shares of Common Stock issuable on conversion in full of the Registrable Securities to unconverted Preferred Shares and exercise in full of the Warrants and Warrants which may be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statementissued upon conversion of the unconverted Preferred Shares, then the Company shall preparepromptly, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement on Form S-3 (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)) covering such number of shares of Common Stock as shall be sufficient to permit such conversion. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall 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 filed by the Company pursuant to this Section 2(a). The Registration Statement required to be filed pursuant to this Section 2(a) may also cover the resale (i) by the person referred to in Section 3(m) of all Registrable Securities not already the Subscription Agreement and its transferees of Common Stock issuable upon the exercise of certain warrants issued to such person in connection with the transactions contemplated by the Subscription Agreement and (ii) of any of the shares of Common Stock covered by an existing and effective Registration Statement for an offering items 1 through 13 of Schedule 3(b) to be made on a continuous basis pursuant to Rule 415the Subscription Agreement.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to sixty (60) days from the applicable Filing Deadlinedate of Closing (as defined in the Securities Purchase Agreement) (the "FILING DATE"), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the Debentures 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 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 exercise conversion of or otherwise pursuant to the Debentures and exercise of the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than two (2) times the aggregate sum of (i) the number of Conversion Shares that are then issuable upon conversion of the Debentures and Additional Debentures (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) plus (ii) the number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants and the Additional Warrants, without regard to any limitations limitation on the Investors’ Investor's ability to convert the Debentures and the Additional Debentures or exercise the Warrants and the Additional Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon conversion of the Company shall prepare, and, as soon as practicable but in no event later than Debentures and the Additional Filing Deadline, file with Warrants and upon exercise of the SEC an additional Registration Statement covering Warrants and the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Additional Warrants.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, (i) on or prior to the applicable date which is thirty (30) days after the date of the First Closing, (ii) during the ten-day period ending after each of the Second, Third and Fourth Closings, all as defined in the Securities Purchase Agreement (a "Closing Date"), and June 1, 1998, and (iii) upon the request of Investors owning more than 51% of the then outstanding shares of Preferred Stock, on or prior to up to the date that is ten days after the receipt by the Company of such a request ("Request Date") (any such filing deadline being hereinafter referred to as a "Filing 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 registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable SecuritiesSecurities underlying the securities issued at the Closing, which on or prior to the Request Date, on June 1, 1998 or otherwise issued pursuant to the Securities Purchase Agreement, in each case, to the extent not theretofore covered by a Registration Statement. Any Registration Statement filed pursuant hereto, to the extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including but not limited to 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 upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividendsdividends recapitalizations, stock issuances reclassifications, distributions, consolidations, mergers or similar transactions. The number of shares of Common Stock initially included in such each Registration Statement shall be no less than equal the aggregate maximum number of Conversion Shares and Warrant Shares that are then issuable upon conversion of all shares of Preferred Stock and exercise of all Warrants issued or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all issuable in respect of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Closing.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable date (the "Filing DeadlineDate") which is no later than ninety (90) days after the Closing Date (as defined in the Purchase Agreement), 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 (i) with respect to the Draw Down Shares and Warrant Shares and (ii) upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the sum of (x) 50,000,000 Draw Down Shares issuable pursuant to the Purchase Agreement and (y) one hundred percent (100%) of the aggregate number of Warrant Shares that are then issuable upon the exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Company's ability to effect Draw Downs under the Purchase Agreement or on IFG's ability to exercise the Warrants. Each The Company acknowledges that the number of shares initially included in the Registration Statement represents a good faith estimate of the maximum number of shares issuable under the Purchase Agreement and 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 shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors review of IFG and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use . The Company shall provide IFG and its counsel with a copy of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant not less than five (5) days prior to Section 2 the intended filing date and any pre- or post-effective amendment thereto not less than three (a)(i3) above business days prior to the intended filing date and shall provide copies of any supplements not less than two (and subject 2) business days prior to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415intended filing date.

Mandatory Registration. The Company will file a Registration Statement on Form S-3, with the SEC registering the Registrable Securities and no other securities (other than (i) Following the Closing Date, the Company shall prepare, and, on or prior shares of Common Stock issuable upon exercise of warrants issued to the applicable Filing Deadline, file Shoreline (as defined below) in connection with the SEC a Registration Statement transactions contemplated hereby and under the Securities Purchase Agreement or (ii) issued or issuable to holders with registration rights pursuant to previously granted stock purchase warrants as described on Schedule 3.3 of the Purchase Agreement) for resale within twenty (20) business days of the closing of the initial purchase of the Series B Preferred Shares (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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to "CLOSING DATE"). To the extent allowable under the Securities 1933 Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such the Registration Statement also covers shall include the Common Shares and the Warrant Shares and such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions, or (ii) by reason of changes in the conversion price of the Preferred Shares in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than (a) the aggregate number of Warrant Shares that are then shares of Common Stock issuable upon exercise of the Warrants as if all of the Warrants were then issued plus (b) two (2) times the number of Common Shares that would be issuable upon conversion of the Series B Preferred Shares and the Series C Preferred Shares (as if all of the Series C Preferred Shares were then issued) at the Market Price (as defined in the Series B Certificate of Designations) on the Closing Date. Notwithstanding the foregoing, if the SEC prohibits the Company from registering the resale of the Common Shares issuable upon the conversion of the Series C Preferred Shares (the "SERIES C CONVERSION SHARES") or otherwise pursuant exercise of the Warrants issuable in connection with the Series C Preferred Shares (the "SERIES C WARRANT SHARES"), the Company shall be entitled to amend the Registration Statement so as to exclude such Series C Conversion Shares and Series C Warrant Shares. In such event, the Company will, within twenty (20) business days of the issuance of the Series C Preferred Shares, file a new Registration Statement with respect to the WarrantsSeries C Conversion Shares and Series C Warrant Shares, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each and such Registration Statement (and each amendment or supplement theretoshall, and each request for acceleration together with the Registration Statement with respect to the Common Shares issuable in conversion of effectiveness thereof) shall be provided to (and shall be the Series B Preferred Shares, constitute a "Registration Statement" subject to the approvalterms and conditions of this Agreement; provided that the Required Effective Date (as defined below) for such additional Registration Statement shall be the 90th day following the Second Closing (or, which shall not be unreasonably withheld if (a) such Registration Statement is reviewed by the SEC, or delayed, of(b) if the SEC takes the position that registration of the resale of the Series C Conversion Shares and Series C Warrant Shares by the Investors is not available under applicable laws, rules and their counsel prior to its filing or other submission. (ii) If for any reason, despite regulation and that the Company must register the offering of such Registrable Securities as a primary offering by the Company’s , the 120th day following the Second Closing). The Company shall use of its best efforts to include all cause such Registration Statement to be declared effective by the SEC as soon as practicable after filing and in any event no later than the ninetieth (90th) day following the Closing Date (the "REQUIRED EFFECTIVE DATE"); provided, however, that so long as the Company has filed such Registration Statement within twenty (20) business days of the Closing Date, (a) if the SEC takes the position that registration of the resale of the Registrable Securities in by the Registration Statement filed pursuant to Section 2 (a)(i) above (Investors is not available under applicable laws, rules and subject to Section 3(q) below), regulation and that the SEC does not permit all Company must register the offering of the Registrable Securities to be included inas a primary offering by the Company, or for any other reason any Registrable Securities are not then included in, such (b) if the Registration StatementStatement receives SEC review, then the Required Effective Date shall be the one hundred twentieth (120th) day after the Closing Date. In the case of an SEC response described in clause (a), the Company shall, within twenty (20) business days following the date the Company receives such response from the SEC, file a registration statement as a primary offering. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement will receive no action or no review from the SEC, the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional cause such Registration Statement covering to become effective within five (5) business days of such SEC notification. Once declared effective by the resale of all Registrable Securities not already covered by an existing and effective SEC, the Company shall cause such Registration Statement for an offering to be made on a continuous basis remain effective throughout the Registration Period, except as permitted pursuant to Rule 415Section 3(a).

Mandatory Registration. (i) Following the Closing Datedate of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing 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 the Registrable Securities, subject to the consent of the 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 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 exercise or conversion of or otherwise pursuant to the Warrants or the Warrant Shares Convertible Securities to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 9,643,532, subject to adjustment for any Stock Event (as defined in the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant 2022 Warrants) occurring prior to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each effective date of such 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionStatement. (ii) If for any reason, despite the Company’s use of its best commercially reasonable efforts to include all of the Registrable Securities requested or required to be included in the any Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the such Registrable Securities to be included inin such Registration Statement, or for any other reason any such Registrable Securities are not then included in, such in a Registration Statement, then the Company shall prepare, and, as soon as practicable after notice from the SEC of such exclusion but in no event later than the Additional Filing Deadline, file with the SEC an additional 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 Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement. No Investor shall be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent; provided that, notwithstanding any other provision in this Agreement, if despite the Company’s compliance with Section ‎3(p), the SEC or the Securities Act requires such Investor(s) to be named as an “underwriter” in the Registration Statement and such Investor(s) withhold written consent to be so named, the Company’s failure to fulfill its obligations under this Section ‎2(a) as a result thereof shall not constitute a violation of this Agreement. 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, which shall not be unreasonably withheld or delayed, of the Investors and Legal Counsel (as defined below) prior to its filing or other submission.

Mandatory Registration. (i1) Following the Closing Date, the The Company shall prepare, prepare and, on or prior to the applicable Filing Deadlinedate which is 45 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 S-1 (oror Form S-3, if Form S-3 the Company is not then availableeligible to use such form), which, on such form the date of Registration Statement as is then available to effect a Registration of filing with the Registrable SecuritiesSEC, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering covers the resale by the Initial Investor of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The a number of shares of Common Stock initially included in such Registration Statement shall be no less than at least equal to the aggregate greater of (A) 900,000 shares of Common Stock or (B) the sum of (x) the number of Common Shares PLUS (y) the number of Warrant Shares that are then issuable upon the exercise in full of the Callable Warrant PLUS (z) the number of Warrant Shares equal to 175% of the number of shares of Common Stock issuable upon the exercise of the Class A Warrant, determined as if the First Adjustment Date (as defined in the Class A Warrant) occurred on the Closing Date and the Class A Warrant was otherwise exercised in full for cash in accordance with the terms thereof on the Trading Day prior to the SEC Filing Date (in each case determined without regard to the limitations on beneficial ownership contained in the Warrants). If at any time the number of shares of Common Stock included in the Registration Statement required to be filed as provided in the first sentence of this Section 2(a) shall be insufficient to cover all of the number of Warrant Shares issuable upon exercise of or otherwise pursuant to the unexercised portion of the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 30 days after such insufficiency shall occur (or, if later, 30 days after the Additional Filing Deadlinedate upon which the Company first becomes eligible to file a Registration Statement therefor if such ineligibility resulted from the indeterminate number of shares of Common Stock), the Company shall file with the SEC an additional Registration Statement on Form S-1 (or Form S-3, if the Company is eligible to use such form) (which shall not constitute a post-effective amendment to the Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of shares of Common Stock as shall be sufficient to permit such exercise. The Company shall use its best efforts to have such additional Registration Statement declared effective as soon as possible thereafter, and in any event by the 90th day following notice that such Registration Statement is required. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall 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 filed by the Company pursuant to this Section 2(a). Without the written consent of the Majority Holders, the Registration Statement shall not include securities to be sold for the account of any selling security holder other than the Investors and the holders of the registration rights described in Schedule 11(a). (2) Prior to the SEC Effective Date or during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Investor for the resale of all any Registrable Securities hereunder, the Company shall not already covered file any other registration statement or any amendment thereto with the SEC under the 1933 Act or request the acceleration of the effectiveness of any other registration statement previously filed with the SEC, other than any registration statement registering securities issued (v) to holders of registration rights described in Schedule 11(a), (w) pursuant to compensation plans for employees, directors, officers, advisers or consultants of the Company and in accordance with the terms of such plans, (x) upon exercise of conversion, exchange, purchase or similar rights issued, granted or given by an existing the Company and effective Registration Statement for an outstanding as of the date of this Agreement and disclosed in the SEC Reports or the Subscription Agreement, (y) pursuant to a public offering to be made underwritten on a continuous firm commitment basis registered under the 1933 Act or (z) as part of a transaction involving a strategic alliance, acquisition of stock or assets, merger, collaboration, joint venture, partnership or other similar arrangement of the Company with another corporation, partnership or other business entity (A) which is engaged in a business similar, complementary or related to the business of the Company or (B) pursuant to Rule 415which the Company issues securities with the primary purpose to directly or indirectly acquire, license or otherwise become entitled to use technology relevant to or useful in the Company's business, so long as in each case of this clause (z) the Board of Directors of the Company by resolution duly adopted (and a copy of which shall be furnished to the Investor promptly after adoption) duly approves such transaction in accordance with its duties under applicable law (each of the forgoing transactions a "Board Approved Transaction").

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, and on or prior to the applicable Filing Deadlinedate which is 30 days after the Closing Date, file with the SEC a Registration Statement (the “Mandatory Registration Statement”) on Form S-3 (orS-3, if Form S-3 is not then availablewhich, on such form the date of filing with the SEC, covers the resale by the Initial Investor or its assignees of a number of Common Shares at least equal to the sum of (x) 200% of the number of Initial Shares, plus (y) the number of Warrant Shares. If at any time the number of Common Shares included in the Registration Statement required to be filed as is then available provided in the first sentence of this Section 2(a) shall be insufficient to effect a Registration cover the number of the Registrable Securities, subject Reset Shares and Repurchase Shares issuable pursuant to the consent of Subscription Agreement or the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 Shares issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number unexercised portions of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. Each Registration Statement (and each amendment or supplement theretothen promptly, and each request for acceleration of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than 20 days after such insufficiency shall occur, the Additional Filing Deadline, Company shall file with the SEC an additional Registration Statement covering on Form S-3 (which shall not constitute a post-effective amendment to the resale of all Registrable Securities not already covered by an existing and effective Registration Statement filed pursuant to the first sentence of this Section 2(a)), covering such number of Common Shares as shall be sufficient to cover such Reset Shares and Repurchase Shares and permit such exercises. For all purposes of this Agreement such additional Registration Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a) of this Agreement, and the Company and the Investors shall 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 filed by the Company pursuant to this Section 2(a). The Registration Statement shall not, without the Investor's consent which shall not be unreasonably withheld, include securities to be sold for an the account of any other selling securityholder other than (i) the Other Buyer and (ii) the persons offering to be made sell up to the respective numbers of Common Shares listed on a continuous basis pursuant to Rule 415Schedule 2(a) attached hereto.

Mandatory Registration. (i) Following the Closing Datedate of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing 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, (provided, that in the case of Additional Anti-dilution Shares that may become issuable in respect of the Series B Notes pursuant to Section 14.02(n) of the Indenture or Section 4(g) of the Warrants, the Mandatory Registration Statement shall include the Company’s good faith estimate of the number of such Additional Anti-dilution Shares that may become issuable pursuant to such provision), subject to the consent of the 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 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 exercise conversion (as applicable) of or otherwise pursuant to or in respect of the Series B Notes or the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant 101,641,085, subject to adjustment for any Stock Event occurring prior to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each effective date of such 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionStatement. (ii) If for any reason, despite the Company’s use of its reasonable best efforts to include all of the Registrable Securities requested or required to be included in the any Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the such Registrable Securities to be included inin such Registration Statement, or for any other reason any such Registrable Securities are not then included in, such in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional 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 Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. (iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a “plan of distribution” approved by the holders of a majority-in-interest of the Registrable Securities to be included in such Registration Statement. No Investor shall be named as an

Mandatory Registration. (i) Following If, at any one time and only one time during the Closing DateMandatory Registration Rights Period, the Company Holder shall prepare, and, on or prior give notice to the applicable Filing Deadline, Purchaser requesting that Purchaser file with the SEC under the 1933 Act a Registration Statement registration statement relating to fifty percent (the “Mandatory Registration Statement”50%) 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 or more of the Registrable SecuritiesRegisterable Shares issued to Robmar pursuant to this Agreement, Purchaser shall as expeditiously as possible file (subject to Section 11(c)(iv)) and use its best efforts to cause to become effective under the consent 1933 Act a registration statement covering such number of Registerable Shares as the Investors, which consent shall not be unreasonably withheld) covering Purchaser has been requested to register for disposition by the resale of the Registrable Securities, which Registration Statement, Holder or to the extent allowable under required to permit the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing public sale or other submissionpublic disposition thereof for a period of up to nine months by the Holder. (ii) If Purchaser shall pay all costs, expenses, disbursements and fees, including fees and expenses of Purchaser's counsel and of printing and furnishing copies of the prospectuses, in connection with the one registration statement initiated pursuant to the provisions of this Section 11(c), and also including all costs, expenses, disbursements and fees required to keep such registration statement current for a period of up to nine months, but excluding those costs described in Section 11(b)(iii) above. Notwithstanding the foregoing, Purchaser shall not be required to pay for any reason, despite expenses of any registration proceeding begun pursuant to this Section 11(c) if the Company’s use of its best efforts to include all registration request is subsequently withdrawn by the Holder unless such withdrawal results from a material decline in the market price of the Registrable Securities Common Stock for reasons that were not foreseen by Purchaser and disclosed to the Holder within 10 days after the request for such registration is made to Purchaser. If the Holder's request under this Section 11(c) is made at a time when the Purchaser's nine month financial statements are no longer usable in a registration statement pursuant to applicable SEC regulations, but the Purchaser's year-end financial statements are not yet completed and are not required to be completed pursuant to applicable SEC regulations, the Holder shall bear the additional costs and fees of the Purchaser's auditors which may result from the Purchaser's inability to use year-end financial statements in the Registration Statement registration statement initially filed pursuant to Section 2 (a)(i) above (and subject the Holder's request, unless the Purchaser would ordinarily be required to Section 3(q) below), incur such costs to comply with the SEC does not permit all reporting requirements of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, andExchange Act of 1934, as soon as practicable but in no event later amended. (iii) It is understood that Purchaser shall not be required to file more than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis one registration statement pursuant to Rule 415this Section 11(c). (iv) It is also understood that if the registration statement pertains to an underwritten offering, Purchaser shall have the right to postpone or withdraw any registration effected pursuant to this Section 11(c) without obligation to the Holder upon the advice of the managing underwriter that such postponement or withdrawal is in the best interests of Purchaser.

Mandatory Registration. (i) Following the Closing Agreement Date, the Company shall prepare, and, on or prior to the applicable Filing 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 registration of the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number 6,920,714, subject to adjustment for any stock split, share or stock dividend, recapitalization, combination of Warrant outstanding Common Shares that are then issuable upon exercise of (by consolidation, combination, reverse stock split or otherwise pursuant otherwise) or similar transactions occurring prior to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrantseffective date of such Registration Statement. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i2(a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the Company shall prepare, and, on or prior to the applicable Filing 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable practicable, but in no event later than October 1, 2001 (the Additional Filing Deadline"SCHEDULED FILING DATE"), file with the SEC an additional a Registration Statement or Registration Statements (as is necessary) on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such registrations, the Company shall use such other form as is available for such registrations, subject to the provisions of Section 2.e. Any Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the number of Registrable Securities not already covered by an existing issued and effective issuable as of the date immediately preceding the date the Registration Statement for is initially filed with the SEC, assuming that the Conversion Price (as defined in the Series A Certificate of Designations) were to decline 50% from the lower of (a) the Conversion Price at the Closing and (b) the closing bid price of the Common Stock as of the date two days preceding the date the applicable Registration Statement is initially filed with the SEC (such lower price shall hereafter be referred to as the "REGISTRATION SHARE NUMBER CALCULATION PRICE").The Company shall use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than December 1, 2001 (the "SCHEDULED EFFECTIVE DATE"). The Company represents and covenants that no Person other than an offering Investor has or will have the right to include any securities of the Company in the Registration Statement to be made on a continuous basis filed in accordance with this Section 2.a. The Company will not include any selling stockholder other than the Investor in any Registration Statement it files pursuant to Rule 415this Section 2.a without the Investors' written consent. In the event that the Company is engaged in material negotiations with respect to the potential sale of the Company or the sale of substantially all of the Company's assets, the Company may, upon written notice to the Investors, extend the Scheduled Filing Date; provided, however, that in no event will the extension of the Scheduled Filing Date relieve the Company of its obligation to pay any amounts due upon the occurrence of a Registration Default as provided in Section 3.v hereof.

Mandatory Registration. (i) Following The Company shall, as promptly as reasonably practicable and in any event no later than 30 days after the Closing Date, Date (the Company shall prepare, and, on or prior to the applicable “Filing Deadline”), prepare and file with the SEC a an initial Registration Statement (the “Mandatory Initial 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 Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the all Registrable Securities, which . Before filing the Registration Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors and their counsel shall have at least three Business Days prior to the anticipated filing date of a Registration Statement to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related Prospectus, prior to its filing with the SEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as Exhibit A. Such Registration Statement also shall cover, to the extent allowable under the Securities 1933 Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions with respect to the Registrable Securities. The number of Such Registration Statement shall not include any shares of Common Stock initially included or other securities for the account of any other holder of securities of the Company without the prior written consent of the Required Investors. The Company shall (a) use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as the Investor or its counsel reasonably proposed by the Investor, and (b) not file any Registration Statement shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to Prospectus or any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement theretothereto containing information regarding the Investor to which Investor reasonably objects, unless such information is required to comply with any applicable law or regulation. The Investors shall furnish all information reasonably requested by the Company and each request for acceleration of effectiveness thereof) as shall be provided reasonably required in connection with any registration referred to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submissionin this Agreement. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following Within 45 days following the Closing DateDate (the "FILING DEADLINE"), the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC United States Securities and Exchange Commission ("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 registration of all of the Registrable Securities, subject to the consent of the 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 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions (the "INITIAL REGISTRATION Statement"). The number of shares of Common Stock initially Registrable Securities included in such the Initial Registration Statement shall be no less than registered on behalf of the aggregate 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 WarrantsInvestors as set forth in Section 11(k) hereof. Each The Initial 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, which shall not be unreasonably withheld or delayed, ofreview by) the Initial Investors and their counsel at least three (3) business days prior to its filing or other submission. (ii) . If for any reasonreason (including, despite but not limited to, a determination by the Company’s use staff of its best efforts to the SEC that all or any portion of the Warrant Shares or any other Registrable Securities cannot be included in the Initial Registration Statement (an "SEC DETERMINATION")), or if the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities in then outstanding (any such shares that are not included being the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below"UNCOVERED SHARES"), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, andprepare and file with the SEC, as soon as practicable practicable, but in no any event later than within 45 days after becoming aware of the Additional Filing Deadlineexistence of any Uncovered Shares (such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), file with either (a) an amendment (the SEC an additional "UNCOVERED SHARES AMENDMENT") to the Initial Registration Statement covering effecting a registration of the resale of all Registrable Securities not already covered by an existing and effective Uncovered Shares or (b) a registration statement which registers the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement (and each amendment or supplement thereto, and each request for an offering acceleration of effectiveness thereof) shall be provided to be made on a continuous basis pursuant the Initial Investors and their counsel for review and comment at least three (3) business days prior to Rule 415its filing or other submission. The Company shall use its best efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to become effective as soon as practicable after the filing thereof.

Mandatory Registration. (i) Following the Closing Dateof any Debenture pursuant to the Securities Purchase Agreement, the Company shall prepare, and, on or prior to the applicable Initial Registration Filing Deadline, Deadline (as defined above) file with the SEC Commission a Registration Statement (the “Mandatory 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 registration of the Registrable Securities, subject to the consent of the InvestorsBuyer, which consent shall will not be unreasonably withheldwithheld)(the "Initial Registration Statement") covering the resale of the Registrable Securities, Securities which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 Debenture and exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than 150% of the aggregate number of Conversion Shares that are then issuable upon conversion of the Debenture or otherwise pursuant to the Debenture (based on the Conversion Price [as defined in the Debenture] then in effect) and assuming that all interest that accrues for the entire term of the Debentures is payable in Common Stock, plus the aggregate number of Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants, without regard to any limitations limitation on the Investors’ Buyer's ability to convert the Debenture or exercise the Warrants (collectively, the "Target Registration Amount"), provided that the Company shall not be required to register any of the shares issuable upon exercise of the "B Warrants" and "C Warrants" (as each is defined in the Securities Purchase Agreement) in the Initial Registration Statement. Notwithstanding the foregoing, if the Company is advised by the staff of the Commission in a written comment letter that it is not eligible to conduct the offering of the Debentures under Rule 415 promulgated under the 1933 Act because of the number of shares sought to be included in the Registration Statement, then the Company may reduce (an "SEC Share Reduction") the number of shares covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 ("Rule 415 Eligible"). In the event of an SEC Share Reduction, the inclusion of the Underlying Debenture Shares in such initial Registration Statement shall take precedence over and shall not be cut back until the following securities of the Company are cut back and removed from such Registration Statement (in the following order): (i) Placement Agent Warrant Shares (to be cut back on a pro-rata basis), (ii) any securities of the Company to be included in such Registration Statement pursuant to Section 3(r) and (iii) Warrant Shares. Any cut back of Underlying Debenture Shares will be applied pro rata to each holder in proportion to the principal amount of Debentures held by each Holder. In the event that, due to an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which less than the Target Registration Amount (a "Target Registration Shortfall"), then the unregistered portion of the Target Registration Amount (the "Target Registration Shortfall Amount") shall be included in the next Additional Registration Statement (in accordance with Section 3(b) below). The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Debenture or otherwise pursuant to the Debenture and exercise of or otherwise pursuant to the Warrants and shall be amended if not sufficient. 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, which shall not be unreasonably withheld or delayed, approval of) the Investors Buyer and their its counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing Deadlinedate which is thirty (30) days after the date of the First Closing under the Securities Purchase Agreement (the "CLOSING DATE"), 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 registration of the Registrable Securities, subject to the consent of the Initial Investors, which consent shall will not be unreasonably withheld) and pursuant to Rule 415 covering the resale from time to time by the holders thereof of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities 1933 Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares (i) to prevent dilution resulting from stock splits, stock dividends, stock issuances dividends or similar transactionstransactions or (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate sum of (i) the number of Common Shares issued and/or issuable pursuant to the Securities Purchase Agreement and (ii) two (2) times the number of Warrant Shares that are then issuable upon exercise of or otherwise the Warrants issued and/or issuable pursuant to the WarrantsSecurities Purchase Agreement, without regard to any limitations limitation on the Investors’ Investor's ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration The Company acknowledges that the number of effectiveness thereof) shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities Warrant Shares initially included in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all represents a good faith estimate of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then maximum number of shares issuable upon exercise of the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415Warrants.

Mandatory Registration. (i) Following the Closing Date, the The Company shall prepare, and, on or prior to the applicable Filing 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 the Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale of the Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the 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 exercise of or otherwise pursuant to the Warrants or the Warrant Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate 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. 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, which shall not be unreasonably withheld or delayed, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in the Registration Statement filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below), the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepare, prepare and, as soon promptly as reasonably practicable but in no event later than the Additional Filing DeadlineDate, file with the SEC an additional Commission a Registration Statement covering the resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an in a resale offering to be made on a continuous basis basis. The Registration Statement shall contain (except if otherwise directed by the Holders or required in order to address written comments to the Registration Statement received from the Commission upon review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached as Annex A hereto, as the same may be amended in accordance with the provisions of this Agreement; provided, however, that no Holder shall be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously effective under the 1933 Act until the earliest to occur of the date on which (i) each Holder may sell all Registrable Securities then held by it pursuant to the provisions of Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 415144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and any legend restricting further transfer with regard to such Registrable Securities has been removed, (ii) all Registrable Securities covered by such Registration Statement have been sold by the Holders, (iii) all Registrable Shares have ceased to be outstanding, (iv) all Registrable Securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, or (v) with respect to a Holder, when such Holder ceases to hold Registrable Securities and, with respect to all Holders in the event that the Holders, in the aggregate, beneficially own less than two percent (2%) of the outstanding shares of Common Stock (the “Effectiveness Period”). If the initial Registration Statement has not become effective under the 1933 Act on or prior to the Effectiveness Date, or if the initial registration Statement ceases for any reason to be effective during the 90 days following the Effectiveness Date, the Company shall issue to each Holder, on the 180th day after the Closing Date or as promptly thereafter as is practicable, such Holder’s Pro Rata Allocation of the Penalty Shares and the Penalty Warrants.

Mandatory Registration. (iExcept as described in sections 2.1(b), 2.1(c) Following the Closing Date, the and 2.1(d): The Company shall prepare, and, on or prior to the applicable Filing Deadline, prepare and file with the SEC a Registration Statement on or before May 7, 2002 (the “Mandatory Registration Statement”"Filing Deadline") a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as registration statement that is then available to effect a Registration registration of the all Registrable Securities, subject to the consent of the Investors, which consent shall not be unreasonably withheld) covering the resale Investors holding at least a majority of the Registrable Securities, which Registration Statement, to ) for the extent allowable purpose of registering under the Securities Act all of the Registrable Securities for resale by, and for the rules and regulations promulgated account of, the Holders as selling stockholders thereunder (including Rule 416the "Registration Statement"), . The Company shall state that such use best efforts to cause the Registration Statement also covers to become effective as soon as possible after filing. The Company shall keep such indeterminate number registration statement effective at all times until the earlier of additional shares the date on which all the Registrable Securities (A) are sold and (B) can be sold by all the Holders (and any affiliate of Common Stock as may become issuable upon exercise of or otherwise the Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. The date on which the Registration Statement is withdrawn pursuant to the Warrants preceding sentence is the "Registration Withdrawal Date". If the Company has not filed the Registration Statement with the SEC on or before May 7, 2002, the Warrant Shares Company shall issue to prevent dilution resulting from stock splitseach Holder an additional warrant (on the same terms and conditions as the Warrants, stock dividendsincluding the Exercise Price then in effect (a "Registration Warrant")), stock issuances or similar transactions. The to acquire that number of shares of Common Stock initially included in such Registration Statement shall be no less than equal to ten percent (10%) of the aggregate number of Warrant Shares that are then shares of Common Stock issuable upon on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or otherwise pursuant to the Warrants, without regard to any limitations on the Investors’ ability to exercise the Warrants. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness a portion thereof) shall be provided to (and shall be subject to the approvalafter May 7, which shall not be unreasonably withheld or delayed2002, of) the Investors and their counsel prior to its filing or other submission. (ii) If for any reason, despite the Company’s use of its best efforts to include all of the Registrable Securities in that the Registration Statement has not been filed pursuant to Section 2 (a)(i) above (and subject to Section 3(q) below)with the SEC, the SEC does not permit all of the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then the Company shall prepareissue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, andmultiplied by (B) a fraction, as soon as practicable but the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement was filed with the SEC and the denominator of which is thirty. If the Registration Statement has not been declared effective by the SEC on or before June 21, 2002, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after June 21, 2002, that the Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder a Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in no event later than section 2.1(a) to the Additional Filing Deadlinecontrary, with respect to Second Addendum Registrable Securities: The Company shall prepare and file with the SEC on or before July 31, 2002 (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Second Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Second Addendum Registrable Securities) or (B) an amendment to the Registration Statement described in section 2.1(a), for the purpose of registering under the Securities Act all of the Second Addendum Registrable Securities for resale by, and for the account of, the Holders of Second Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to the Registration Statement, as the case may be, is referred to herein as the "Second Registration Statement"). The Company shall use best efforts to cause the Second Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Second Addendum Registrable Securities are sold and can be sold by all the Holders of Second Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Second Registration Statement with the SEC on or before July 31, 2002, the Company shall issue to each Holder of Second Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Second Registration Warrant")), to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after July 31, 2002, that the Second Registration Statement covering has not been filed with the resale SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement was filed with the SEC and the denominator of which is thirty. If the Second Registration Statement has not been declared effective by the SEC on or before August 31, 2002, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder. At the end of each thirty (30) day period (or a portion thereof) after August 31, 2002, that the Second Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Second Addendum Registrable Securities a Second Registration Warrant to acquire that number of shares of Common Stock equal to (A) ten percent (10%) of the number of shares of Common Stock issuable on exercise of the Warrants issued to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Second Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a) or 2.1(b) to the contrary, with respect to Third Addendum Registrable Securities: The Company shall prepare and file with the SEC not later than the earlier of August 16, 2002, and one week after each of the Registration Statement and Second Registration Statement is declared effective by the SEC (the "Required Filing Date"), (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Third Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Third Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a) or the Second Registration Statement described in section 2.1(b), for the purpose of registering under the Securities Act all of the Third Addendum Registrable Securities not already covered by an existing for resale by, and effective for the account of, the Holders of Third Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the "Third Registration Statement"). The Company shall use best efforts to cause the Third Registration Statement for to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Third Addendum Registrable Securities are sold and can be sold by all the Holders of Third Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Third Registration Statement with the SEC on or before the Required Filing Date, the Company shall issue to each Holder of Third Addendum Registrable Securities an offering additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Third Registration Warrant")), to be made acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on a continuous basis exercise of the Warrants issued pursuant to the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Filing Date that the Third Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement was filed with the SEC and the denominator of which is thirty. If the Third Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the "Required Effective Date"), the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Required Effective Date that the Third Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Third Addendum Registrable Securities a Third Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Third Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Third Registration Statement is declared effective by the SEC and the denominator of which is thirty. Notwithstanding anything contained in section 2.1(a), 2.1(b) or 2.1(c) to the contrary, with respect to Fourth Addendum Registrable Securities: The Company shall prepare and file with the SEC not later than the earlier of five business days after the Closing Date and three business days after each of the Registration Statement, the Second Registration Statement and Third Registration Statement is declared effective by the SEC (the "Fourth Addendum Required Filing Date"), (A) a registration statement on Form S-3 (or, if Form S-3 is not then available, on such form of registration statement that is then available to effect a registration of all Fourth Addendum Registrable Securities, subject to consent of the Investors holding at least a majority of the Fourth Addendum Registrable Securities), or (B) an amendment to the Registration Statement described in section 2.1(a), the Second Registration Statement described in section 2.1(b) or the Third Registration Statement described in section 2.1(c), for the purpose of registering under the Securities Act all of the Fourth Addendum Registrable Securities for resale by, and for the account of, the Holders of Fourth Addendum Registrable Securities as selling stockholders thereunder (such registration statement or amendment to registration statement, as the case may be, is referred to herein as the "Fourth Registration Statement"). The Company shall use best efforts to cause the Fourth Registration Statement to become effective as soon as possible after filing. The Company shall keep such registration statement effective at all times until the earlier of the date on which all the Fourth Addendum Registrable Securities are sold and can be sold by all the Holders of Fourth Addendum Registrable Securities (and any affiliate of such Holder with whom such Holder must aggregate its sales under Rule 415144) in any three-month period without volume limitation and without registration in compliance with Rule 144 under the Securities Act. If the Company has not filed the Fourth Registration Statement with the SEC on or before the Fourth Addendum Required Filing Date, the Company shall issue to each Holder of Fourth Addendum Registrable Securities an additional warrant (on the same terms and conditions as the Warrants, including the Exercise Price then in effect (a "Fourth Registration Warrant")), to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Filing Date that the Fourth Registration Statement has not been filed with the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement was filed with the SEC and the denominator of which is thirty. If the Fourth Registration Statement has not been declared effective by the SEC on or before thirty days after it is filed (the "Fourth Addendum Required Effective Date"), the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder. At the end of each thirty (30) day period (or a portion thereof) after the Fourth Addendum Required Effective Date that the Fourth Registration Statement has not been declared effective by the SEC, the Company shall issue to each Holder of Fourth Addendum Registrable Securities a Fourth Registration Warrant to acquire that number of shares of Common Stock equal to (A) five percent (5%) of the number of shares of Common Stock issuable on exercise of the Warrants issued pursuant to the Fourth Addendum to that Holder, multiplied by (B) a fraction, the numerator of which is the number of days during such thirty-day period before the date on which the Fourth Registration Statement is declared effective by the SEC and the denominator of which is thirty.