Common use of Registration of Conversion Shares Clause in Contracts

Registration of Conversion Shares. (i)The Company agrees that, no later than thirty (30) calendar days after the Conversion Share Delivery Date (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the “Registration Statement”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than seventy (70) calendar days following the Conversion Share Delivery Date) (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents of the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Conversion Shares, such Registration Statement shall register for resale such number of Conversion Shares which is equal to the maximum number of Conversion Shares as is permitted by the SEC.

Registration of Conversion Shares. (i)The Company agrees that, no later than thirty (30) calendar days after the Conversion Share Delivery Date (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the “Registration Statement”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than seventy (70) calendar days following the Conversion Share Delivery Date) (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or the Company encounters other delays ​ associated with third parties, including delays in receiving any applicable reviews or consents of the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Conversion Shares, such Registration Statement shall register for resale such number of Conversion Shares which is equal to the maximum number of Conversion Shares as is permitted by the SEC.

Registration of Conversion Shares. (i)The Company a) Subject to Section 8.23(f) and Section 8.23(k) the Parent agrees that, no later than thirty within forty-five (3045) calendar days after the following any Conversion Share Delivery Date (the “Filing Date”), the Company Parent will file with the SEC Commission (at the CompanyParent’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the a “Conversion Shares Registration Statement”) ), and the Company Parent shall use its commercially reasonable efforts to have the Conversion Shares Registration Statement declared effective as soon as practicable after the filing thereof (and thereof, but in any event, event no later than seventy ninety (7090) calendar days following after the applicable Conversion Share Delivery Date) Date (the “Conversion Shares Effectiveness Deadline”); provided that the Conversion Shares Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after such Conversion Date if the Conversion Shares Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or Commission; provided further that the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents of Parent shall have the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Conversion Shares Registration Statement to the Holder for review declared effective within ten (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (210) Business Days after the date the Parent is notified (orally or in advance writing, whichever is earlier) by the staff of filing the Commission that the Conversion Shares Registration StatementStatement will not be “reviewed” or will not be subject to further review; provided thatfurther that (i) if the Conversion Shares Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the avoidance Conversion Shares Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown the Conversion Shares Effectiveness Deadline shall be extended by the same number of doubt, Business Days that the Commission remained closed. Unless otherwise agreed to in no event shall writing by the Company be required applicable Lenders prior to delay or postpone the filing of such the Conversion Shares Registration Statement as a result of or in connection with Investor’s review. In Statement, no event Lender shall the undersigned be identified as a statutory underwriter in the Conversion Shares Registration Statement unless requested by the SECStatement; provided, provided that if the SEC Commission requests that the Holder any Lender be identified as a statutory underwriter in the Conversion Shares Registration Statement, Investor such Lender will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Conversion Shares Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration StatementParent. Notwithstanding the foregoing, if the SEC Commission prevents the Company Parent from including any or all of the shares proposed to be registered under the Conversion Shares Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Equity Interests proposed to be covered by the Conversion SharesShares Registration Statement by the applicable stockholders or otherwise, such Conversion Shares Registration Statement shall register for resale such number of Conversion Shares such Equity Interests which is equal to the maximum number of Conversion Shares such Equity Interests as is permitted by the SECCommission. In such event, the number of such Equity Interests or other shares to be registered for each selling stockholder named in the Conversion Shares Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Parent shall amend the Conversion Shares Registration Statement or file one or more new Conversion Shares Registration Statement(s) (such amendment or new Conversion Shares Registration Statement shall also be deemed to be a “Conversion Shares Registration Statement” hereunder) to register such additional Equity Interests and cause such amendment or Conversion Shares Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than thirty (30) calendar days after the filing of such Conversion Shares Registration Statement (the “Conversion Shares Additional Effectiveness Deadline”); provided that the Conversion Shares Additional Effectiveness Deadline shall be extended to one hundred thirty-five (135) calendar days after the filing of such Conversion Shares Registration Statement if such Conversion Shares Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided further that the Parent shall have such Conversion Shares Registration Statement declared effective within ten (10) Business Days after the date the Parent is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Conversion Shares Registration Statement will not be “reviewed” or will not be subject to further review; provided further that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Conversion Shares Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Conversion Shares Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remained closed. Any failure by the Parent to have a Conversion Shares Registration Statement declared effective by the Conversion Shares Effectiveness Deadline or Conversion Shares Additional Effectiveness Deadline shall not otherwise relieve the Parent of its obligations to file or effect a Conversion Shares Registration Statement as set forth in this Section 8.23.

Registration of Conversion Shares. (i)The Company agrees thatUpon receipt of a written request for registration delivered by the Investors holding a majority of the outstanding shares of Series B-2 Stock, no later than the Company, within thirty (30) calendar days after the Conversion Share Delivery Date date designated by the Investors in such written request (provided that such date is no fewer than ninety (90) days after the final Closing under the Purchase Agreement), shall file a registration statement on Form SB-2 or an equally suitable registration statement (the “Filing Date”"Registration Statement") for the purpose of registering all of the Conversion Shares, and certain other shares issued by the Company for resale, and shall use its best efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission (the "SEC") as soon as possible thereafter. If the Registration Statement has not been declared effective by the SEC before the date that is ninety (90) days after the date that the Registration Statement was required to be filed, (the "Effectiveness Deadline"), the Company will file with issue to each of the SEC Investors a warrant to purchase shares of Common Stock in an amount equal to 2% of the number of Conversion Shares then held by such Investor (at the Company’s sole cost and expense) a registration statement registering the resale of including, for this purposes, the Conversion Shares underlying the shares of Series B-2 Stock then held by such Investor) (the “Registration Statement”) and the Company shall use its commercially reasonable efforts to have a "Monthly Penalty Warrant"), as set forth on Exhibit C hereto. If the Registration Statement has not been declared effective as soon as practicable before the date that is thirty (30) days after the filing thereof (and in any event, no later than seventy (70) calendar days following the Conversion Share Delivery Date) (the “Effectiveness Deadline”); , the Company will issue to each Investor an additional Monthly Penalty Warrant, and provided further that the Company will issue an additional Monthly Penalty Warrant to each Investor on the date that is sixty (60) days after the Effectiveness Deadline shall be extended Deadline, and every thirtieth day thereafter, if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents has not been declared effective before such monthly anniversary of the Company’s independent public accounting firmEffectiveness Deadline, provided however that the total number of shares issuable pursuant to the Monthly Penalty Warrants issued to an Investor shall not exceed 12% of such Investor's Conversion Shares. The per share exercise price for the shares of Common Stock underlying the Monthly Penalty Warrants shall be $0.05 per share. The Company will use its commercially reasonable best efforts to provide a draft of keep the Registration Statement effective (subject to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company reasonable blackout provisions as may be required in order to delay or postpone comply with the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event shall securities laws) until the undersigned be identified as a statutory underwriter in earlier of: (i) 12 months after the date that the Registration Statement unless requested is declared effective by the SEC; provided, that if (ii) the SEC requests that date when all of the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from Registrable Securities covered by the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied are sold; or (iiiii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or date when Rule 144 is available with respect to all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Conversion Shares, securities covered by such Registration Statement shall register for resale such number of Conversion Shares which is equal to the maximum number of Conversion Shares as is permitted by the SECStatement.

Registration of Conversion Shares. (i)The Subject to the terms of Section 10 hereof, the Company agrees thatthat within forty-five (45) days after the Closing Date hereof, it shall prepare and file with the Commission, a registration statement on Form S-3 and such other documents, including a prospectus, as may be necessary in the opinion of counsel for the Company in order to comply with the provisions of the Act, so as to permit a public offering and sale by the Buyer of up to 2,200,000 Shares issuable upon conversion of the 3,000 shares of Preferred to be initially sold to the Buyer hereunder and issuable as payment of dividends on the Preferred pursuant to the terms of the Preferred and the 350,000 Shares issuable upon exercise of the Warrants issued to the Buyer under Section 1(iii)(a). The Company shall use its reasonable efforts to cause such registration statement to become effective at the earliest possible date after filing. In connection with the offering of such Shares registered pursuant to this Section 10, the Company shall take such actions as shall be reasonably necessary to qualify the Shares covered by such registration statement under such "blue sky" or other state securities laws for offer and sale as shall be reasonably necessary to permit the public offering and the sale of Shares covered by such registration statement; provided, however, that the Company shall not be required (i) to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) to subject itself to taxation in any such jurisdiction, or (iii) to consent to general service of process in any such jurisdiction. It is expressly agreed that in no later event are any registration rights being granted to the Preferred itself, but only with respect to the underlying Shares issuable upon conversion of the Preferred, and exercise of the Warrants. In the event that the 2,200,000 Shares registered pursuant to this Section 10(a), are not sufficient to effect conversion of the outstanding Preferred sold to the Buyer, to pay all dividends, and to effect the exercise of the Warrants, than the Company shall within thirty (30) calendar days after the Conversion Share Delivery Date (the “Filing Date”), the Company will file with the SEC (at Commission all necessary documents to increase the number of Shares in the Company’s sole cost and expense) a 's registration statement registering the resale in order to effect conversion of the Conversion Shares (outstanding Preferred sold to the “Registration Statement”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than seventy (70) calendar days following the Conversion Share Delivery Date) (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended if the Registration Statement is reviewed byBuyer, and comments thereto are provided fromto pay all dividends, and to effect the SEC, or the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents exercise of the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Conversion Shares, such Registration Statement shall register for resale such number of Conversion Shares which is equal to the maximum number of Conversion Shares as is permitted by the SECWarrants.

Registration of Conversion Shares. (i)The a) The Company agrees that, no later than thirty within fifteen (3015) calendar days after of the delivery by the Investor of a written request to the Company that the Conversion Share Delivery Date Shares (or a portion thereof) be registered for resale with the SEC (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the “Registration Statement”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than seventy thirty (7030) calendar days following the Conversion Share Delivery Filing Date) (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the Filing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC; provided, that if such day falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business. Notwithstanding the foregoing, if the Company encounters other delays associated with third partiesis notified (orally or in writing, including delays whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or subject to further review, the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective within five (5) Business Days of receipt of such notice. Any failure by the Company to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in receiving any applicable reviews or consents of the Company’s independent public accounting firmthis Section 7. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder Investor for review (but not comment other than with respect to the accuracy of the information concerning the Holder Investor included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Holder Investor be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Conversion Shares, such Registration Statement shall register for resale such number of Conversion Shares which is equal to the maximum number of Conversion Shares as is permitted by the SEC.

Registration of Conversion Shares. (i)The i) The Company agrees that, no later than thirty (30) calendar days after the Conversion Share Delivery Date (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the “Registration Statement”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than seventy (70) calendar days following the Conversion Share Delivery Date) (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents of the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Conversion Shares, such Registration Statement shall register for resale such number of Conversion Shares which is equal to the maximum number of Conversion Shares as is permitted by the SEC.

Registration of Conversion Shares. The Company shall, within forty-five (i)The 45) days after the closing (the "Closing") of the sale of the Notes and the transactions described in the Senior Note Agreement and the Mezz Note Agreement, complete all required audits and make all related filings concerning the acquisition of Gupta Technologies, LLC ("Gupta"). Within fifteen (15) days after the end of the 45-day period referred to in the preceding sentence (the "Filing Deadline"), the Company agrees thatshall file a registration statement on Form SB-2 or an equally suitable registration statement (the "Registration Statement") for the purpose of registering all of the Conversion Shares for resale. The Company shall use its best efforts to cause such Registration Statement to be declared effective by the Securities and Exchange Commission (the "SEC") at the earliest practicable date thereafter. If (i) the Registration Statement has not been filed with the SEC by the Filing Deadline or (ii) the Registration Statement has not been declared effective by the SEC before the date that is ninety (90) days after the Filing Deadline or, no later in the event of a review of the Registration Statement by the SEC, one hundred and twenty (120) days after the Filing Deadline (the "Effectiveness Deadline") or (iii) after the Registration Statement is declared effective, the Registration Statement or related prospectus ceases for any reason to be available to the Investors as to all Conversion Shares the offer and sale of which it is required to cover at any time prior to the expiration of the Effectiveness Period (as defined below) (whether due to the Registration Statement ceasing for any reason to be effective or because use of the prospectus has been suspended for any reason, including, without limitation, pursuant to Section 3(j) hereof) for an aggregate of more than twenty (20) consecutive trading days or an aggregate of forty (40) trading days (which need not be consecutive) in any twelve (12) month period, the Company will pay to the Investors an amount in cash equal to 2% of the Series C Face Amount of the Series C Preferred Stock and 2% of the face value of the Other Notes. If the Registration Statement has not been filed or declared effective before the date that is thirty (30) calendar days after the Conversion Share Delivery Date (Filing Deadline or the “Filing Date”)Effectiveness Deadline, as applicable, or continues to be unavailable to the Investors for longer than the periods described above, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale pay to each Investor an additional amount equal to 2% of the Conversion Shares (Series C Face Amount of the “Series C Preferred Stock and/or 2% of the face value of the Other Notes held by such Investor, and will continue to pay such 2% monthly penalties every thirty days until such Registration Statement”) Statement is filed, declared effective and available to the Company Investors. All such payments will be treated as liquidated damages, and shall use its commercially reasonable efforts to have be the sole and exclusive remedy for delay in having the Registration Statement filed, declared effective as soon as practicable after the filing thereof (and in any event, no later than seventy (70) calendar days following the Conversion Share Delivery Date) (the “Effectiveness Deadline”); provided that remain available to Investors throughout the Effectiveness Deadline shall be extended if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents of the Company’s independent public accounting firmPeriod. The Company will use its commercially reasonable best efforts to provide a draft of keep the Registration Statement effective (the "Effectiveness Period") (subject to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company reasonable blackout provisions as may be required in order to delay or postpone comply with the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event shall securities laws) until the undersigned be identified as a statutory underwriter in earlier of: (i) twenty four (24) months after the date that the Registration Statement unless requested is declared effective by the SEC; provided, that if (ii) the SEC requests date when all of the Conversion Shares covered by the Registration Statement are sold; or (iii) the date when Rule 144(k) is available with respect to all of the securities covered by such Registration Statement. It is agreed and understood that the Holder Company shall, from time to time, be identified as a statutory underwriter in obligated to file an additional Registration Statement (or an amendment to the Registration Statement, Investor will have the option, in its sole and absolute discretion, ) to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including cover any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Conversion Shares, such Registration Statement shall register for resale such number of Conversion Shares which is equal are not registered for resale pursuant to the maximum number of Conversion Shares as is permitted by the SECa pre-existing Registration Statement.

Registration of Conversion Shares. (i)The Company agrees that, no later than thirty (30a) calendar days after the Conversion Share Delivery Date (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the “Registration Statement”) and the The Company shall use its commercially reasonable efforts to have prepare and file with the Registration Statement declared effective Securities and Exchange Commission (the "SEC") as soon as practicable after the filing thereof (and practicable, but in any event, no event later than seventy (70) calendar 180 days following the Conversion Share Delivery Date) Closing (the “Effectiveness Deadline”"Filing Date"); provided that , a registration statement (the Effectiveness Deadline shall "Registration Statement") and such other documents as may be extended if necessary in the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or opinion of counsel for the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents on such form of the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as is then available to effect a result of or in connection with Investor’s review. In no event shall registration respecting the undersigned be identified as a statutory underwriter in the Registration Statement unless requested sale by the SEC; provided, that if the SEC requests that the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale holders of the Conversion Shares. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Company Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement (and each amendment or supplement thereto) shall register for resale such number be provided to (and subject to the approval of, which shall not be unreasonably withheld) you prior to its filing or other submission. You and the other holders of Conversion Shares which is equal who are eligible to sell Conversion Shares under such Registration Statement, together with their affiliates, are hereafter referred to as "Offering Holders." The Company will include in such Registration Statement (I) the information required under the Securities Act to be so included concerning the Offering Holders (and each Offering Holder hereby agrees to promptly provide any such information to the maximum number of Conversion Shares as is permitted Company), including any changes in such information that may be provided by the SECOffering Holders in writing to the Company from time to time, and (ii) a section entitled "Plan of Distribution" that describes the various procedures that may be used by the Offering Holders in the sale of their Conversion Shares.

Registration of Conversion Shares. (i)The a) The Company agrees thatshall use its commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (the “SEC”) as soon as practicable, but in no event later than thirty (30) calendar 180 days after following the Conversion Share Delivery Date Closing (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the “Registration Statement”) and such other documents as may be necessary in the opinion of counsel for the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than seventy (70) calendar days following the Conversion Share Delivery Date) (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents on such form of the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as is then available to effect a result of or in connection with Investor’s review. In no event shall registration respecting the undersigned be identified as a statutory underwriter in the Registration Statement unless requested sale by the SEC; provided, that if the SEC requests that the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale holders of the Conversion Shares. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Company Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement (and each amendment or supplement thereto) shall register for resale such number be provided to (and subject to the approval of, which shall not be unreasonably withheld) Purchaser prior to its filing or other submission. Purchaser and the other holders of Conversion Shares which is equal who are eligible to sell Conversion Shares under such Registration Statement, together with their affiliates, are hereafter referred to as “Offering Holders.” The Company will include in such Registration Statement (i) the information required under the Securities Act to be so included concerning the Offering Holders (and each Offering Holder hereby agrees to promptly provide any such information to the maximum number of Conversion Shares as is permitted Company), including any changes in such information that may be provided by the SECOffering Holders in writing to the Company from time to time, and (ii) a section entitled “Plan of Distribution” that describes the various procedures that may be used by the Offering Holders in the sale of their Conversion Shares.

Registration of Conversion Shares. (i)The Company agrees that, no later than thirty (30a) calendar days after the Conversion Share Delivery Date (the “Filing Date”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Conversion Shares (the “Registration Statement”) and the The Company shall use its commercially reasonable efforts to have prepare and file with the Registration Statement declared effective Securities and Exchange Commission (the "SEC") as soon as practicable after the filing thereof (and practicable, but in any event, no event later than seventy (70) calendar 180 days following the Conversion Share Delivery Date) Closing (the “Effectiveness Deadline”"Filing Date"); provided that , a registration statement (the Effectiveness Deadline shall "Registration Statement") and such other documents as may be extended if necessary in the Registration Statement is reviewed by, and comments thereto are provided from, the SEC, or opinion of counsel for the Company encounters other delays associated with third parties, including delays in receiving any applicable reviews or consents on such form of the Company’s independent public accounting firm. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Holder for review (but not comment other than with respect to the accuracy of the information concerning the Holder included therein) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as is then available to effect a result of or in connection with Investor’s review. In no event shall registration respecting the undersigned be identified as a statutory underwriter in the Registration Statement unless requested sale by the SEC; provided, that if the SEC requests that the Holder be identified as a statutory underwriter in the Registration Statement, Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company, in which case the Company’s obligation to register the Conversion Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale holders of the Conversion Shares. The Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Company Common Stock as may become issuable upon conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registration Statement (and each amendment or supplement thereto) shall register for resale such number be provided to (and subject to the approval of, which shall not be unreasonably withheld) you prior to its filing or other submission. You and the other holders of Conversion Shares which is equal who are eligible to sell Conversion Shares under such Registration Statement, together with their affiliates, are hereafter referred to as "Offering Holders." The Company will include in such Registration Statement (i) the information required under the Securities Act to be so included concerning the Offering Holders (and each Offering Holder hereby agrees to promptly provide any such information to the maximum number of Conversion Shares as is permitted Company), including any changes in such information that may be provided by the SECOffering Holders in writing to the Company from time to time, and (ii) a section entitled "Plan of Distribution" that describes the various procedures that may be used by the Offering Holders in the sale of their Conversion Shares.