Common use of Registration of Registrable Securities Clause in Contracts

Registration of Registrable Securities. The Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement (the “Registration Statement”) covering the sale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur of (i) 120 days following the Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “Required Effectiveness Date”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The At any time after three (3) months from the date of this Agreement and before the termination of this Agreement, and after the delivery of the Common Stock, the Holders of twenty percent (20%) of the Registrable Securities currently outstanding and/or exercisable may deliver to the Company a written request that the Registrable Securities be registered pursuant to the terms of this Agreement (a “Registration Request”). Within thirty (30) days after a Registration Request, the Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement (to effect the “Registration Statement”) covering registration under the sale of Securities Act and in compliance with Rule 415 therein, such number of shares amount of the Registrable Securities as the Investor shall elect by written notice that relate to the Company, and absent Securities as allowed under Rule 415; all to the extent requisite to permit the public disposition of such election, covering Registrable Securities so to be registered. Any Registrable Securities that are not eligible to be registered under Rule 415 shall be subject to a new Registration Rights Agreement to be entered into amongst the sale of all of parties on substantially the Registrable Securitiessame terms as provided herein. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the “Registration Statement”) to be declared effective by the SEC on Commission upon the first earlier to occur of (i) 120 days following after the Filing Date with respect to date of the Registration StatementRequest, (ii) ninety (90) days following the filing of the Registration Statement contemplated by this Section 2.1, or (iii) ten (10) business days following the after receipt of a “No Reviewno review” or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC Commission (the “Required Effectiveness Date”). Nothing with the possible exception of Rule 415 of the Securities Act of 1933 as amended, nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the The Company shall not be required to promptly file a separate more than two (2) registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable) relating statements pursuant to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration StatementSection 2.1.

Registration of Registrable Securities. The Company shall prepare and file within sixty (60) days following written notification by the date hereof Investors requesting that the Company file (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale resale of all of the shares of the Registrable Securities, however, such number of Registrable Securities shall not exceed the amount permitted by the SEC pursuant to Rule 415 or any other rule in effect at the time such Registration Statement shall be filed. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 days following the Filing Date with respect to date the Registration Statement is filed (or 150 days if the SEC conducts a Full Review on the Registration Statement), (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) three business day days following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration StatementAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty thirty (6030) days following the date hereof timely filing of the Company’s next Form 10-Q (the “Filing Date”) a registration statement (the “Registration Statement”) covering the sale resale of such number of shares of the Registrable Securities as the Investor each Holder shall elect by written notice to the Company, and absent such election, covering the sale resale of all of the Shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the Registration Statement registration statement to be declared effective by the SEC on by 90 days following the first to occur timely filing of the Company’s next Form 10-Q as may be extended only (i) 120 days following for such time as is necessary for the Filing Date with respect Company to respond to one or more sets of comments by the Registration StatementSEC, and (ii) ten (10) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days following the of receipt of a “No Review” or similar letter from the SEC or any such comments (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (as so extended, the “Required Effectiveness Date”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does registration statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statementany Holder, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Securities Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statementregistration statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty thirty (6030) days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale resale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 days following the Filing Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) first business day following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration StatementAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Within twenty one (21) days of the date hereof, the Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement (to effect the “Registration Statement”) covering registration under the sale Securities Act of such number of shares all, but not less than all, of the Registrable Securities as which relate (or, because of the Investor shall elect by written notice indeterminable number thereof, which could reasonably be deemed to relate) to the Company, and absent Securities; all to the extent requisite to permit the public disposition of such election, covering the sale of all of the Registrable SecuritiesSecurities so to be registered. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the "Registration Statement") to be declared effective by the SEC on Commission upon the first earlier to occur of (i) 120 111 days after the date hereof, (ii) 90 days following the Filing Date with respect to filing of the Registration StatementStatement contemplated by this Section 2.1, or (iiiii) ten (10) business days following the after receipt of a “No Review” "no review" or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC Commission (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares Notes, issuance of the Company issued to the Investor pursuant to the Purchase Agreement and the WarrantsEquity Shares, other than as a result or exercise of the election by the holder thereof not to have Shares included Common Stock Purchase Warrants described in the Registration StatementSection 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Exchange Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty (60) 45 days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale of all resale of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 90 days following the Filing Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) first business day following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company AIMS WORLDWIDE, INC. issued to the Investor pursuant to the Preferred Stock Purchase Agreement, Warrant Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, Escrow Agreement the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Exchange Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty days (60) days following the date hereof (the “Filing Date”) a registration statement (the “Required Registration Statement”) covering the sale resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale resale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Required Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 One Hundred and Eighty (180) days following the Filing Date with respect to the Registration StatementClosing Date, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the SEC or (iii) the third (3rd) first business day following the day the Company receives notice from SEC determines the SEC that the SEC has determined that the Required Registration Statement eligible to be declared effective without further comments by the SEC (the “Required Effectiveness Date”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Required Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration StatementAgreement, the Company shall be required to promptly file a separate registration statement Registration Statement (utilizing Rule 462 promulgated under the 1933 Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement Registration Statement as if it were an amendment to the Required Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty fifteen (6015) days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale of all resale of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC Commission on the first to occur earlier of (i) 120 60 days following the Filing Date date hereof with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC Commission or (iii) the third (3rd) business first day following the day the Company receives notice from the SEC that the SEC has determined that Commission determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"); provided, however, in the event the Company is not eligible to use Form S-3 for the Registration Statement, the Filing Date and the Required Effectiveness Date shall each be extended by 30 calendar days from the date on which the Commission notifies the Company of its ineligibility to use Form S-3 and the Required Effectiveness Date shall be extended for 60 calendar days from the date on which the Commission notifies the Company of its ineligibility to use Form S-3. Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares Debentures, or exercise of the Company issued to the Investor pursuant to the Common Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included Warrants described in the Registration StatementSection 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Exchange Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The As soon as is practicable after the Closing Date (as defined in the Note Purchase Agreement), but in no event later than April 14, 1998, demand for which is hereby given and acknowledged, the Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement (to effect the “Registration Statement”) covering registration under the sale Securities Act of such number of shares all, but not less than all, of the Registrable Securities as the Investor shall elect by written notice to the Company, extent requisite to permit the public offer and absent such election, covering the sale of all of the such Registrable Securities. The Company shall use its best efforts to cause the registration statement which is the subject of this Section 2.1(a) (the "Registration Statement Statement") to be declared effective by the SEC on Commission upon the first earlier to occur of (i) 120 days following the Filing Date with respect to the Registration StatementJune 15, 1998 or (ii) ten five (105) business days following the after receipt of a “No Review” or similar "no review" letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC Commission (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - Page 1 (Take-Two Interactive Software, Inc.) Registrable Securities to be registered by the Company hereunderas required under the Note Purchase Agreement. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares Note, exercise of the Company issued to Warrant or in connection with the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result issuance of the election by the holder thereof not to have Grant Shares included in the Registration Statementor Additional Grant Shares, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Exchange Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty seven (607) days following the date hereof Company's Annual Meeting of Shareholders for 2001 (the “"Filing Date”) "), a registration statement (the “"Registration Statement”") covering the sale of such number of to register not less than 30,000,000 shares of the Registrable Securities as Company's Common Stock to cover the Investor shall elect by written notice to the Company, and absent such election, covering the sale of all resale of the Registrable Securities. In the event the Company fails to file the Registration Statement by the Filing Date, the Company will pay to the Fund liquidated damages in the amount of 1% of the outstanding principal amount of then outstanding Debentures per day until such Registration Statement has been filed. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC Commission on the first to occur earlier of (i) 120 60 days following the Filing Date with respect to the Registration Statement, or (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC Commission (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares Debentures, or exercise of the Company issued to the Investor pursuant to the Common Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included Warrants described in the Registration StatementSection 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Exchange Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such Registration Statement and any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The As soon as practicable after the Closing Date (as defined in the Securities Purchase Agreement), but in any event, within twenty (20) days after November 4, 1997, demand for which is hereby given and acknowledged, the Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement (to effect the “Registration Statement”) covering registration under the sale Securities Act of such number of shares all, but not less than all, of the Registrable Securities as which relate (or, because of the Investor shall elect by written notice indeterminable number thereof, which could reasonably be deemed to relate) to the Company, and absent Securities; all to the extent requisite to permit the public disposition of such election, covering the sale of all of the Registrable SecuritiesSecurities so to be registered. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the "Registration Statement") to be declared effective by the SEC on Commission upon the first earlier to occur of (i) 120 days following the Filing Date with respect to the Registration StatementJanuary 15, 1998 and (ii) ten five (105) days following the after receipt of a “No Review” "no review" or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “Required Effectiveness Date”)Commission. Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunderhereunder (the "Required Effectiveness Date"). As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares Notes or the exercise of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Exchange Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The As soon as is practicable after the occurrence of each Liquidity Event, but in no event later than thirty (30) days thereafter, the Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement (to effect the “Registration Statement”) covering registration under the sale Securities Act of such number of shares all, but not less than all, of the Registrable Securities as which relate (or, because of the Investor shall elect by written notice indeterminable number thereof, which could reasonably be deemed to relate) to the Company, and absent Securities; all to the extent requisite to permit the public disposition of such election, covering the sale of all of the Registrable SecuritiesSecurities so to be registered. The Company shall use its best efforts to cause the Registration Statement which is the subject of this Section 2.1(a) (the "Registration Statement") to be declared effective by the SEC on Commission upon the first earlier to occur of (i) 120 90 days following after the Filing Date with respect to the Registration Statement, occurrence of a Liquidity Event or (ii) ten five (105) business days following the after receipt of a “No Review” "no review" or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC Commission (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Shares Convertible Instruments, or exercise of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Exchange Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty Forty Five (6045) days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale resale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 days following the Filing Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) fifth business day following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"), provided, that, if the SEC reviews and has written comments to a Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause shall be extended by 40 days. Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration StatementAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement (the “Registration Statement”) covering the sale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur of (i) 120 days following the Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “Required Effectiveness Date”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty thirty (6030) days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale resale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 one hundred and fifty (150) days following the Filing Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) first business day following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration StatementAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within one hundred and sixty five (60165) days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale of such number of shares resale of the Registrable Securities as Common Stock into which this Warrant is exchangeable (the Investor shall elect by written notice to the Company, and absent such election, covering the sale of all of the "Registrable Securities"). The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC Securities Exchange Commission ("SEC") on the first to occur earlier of (i) 120 180 days following the Filing Date with respect to the Registration Statementissuance of this Warrant, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC SEC, or (iii) the third (3rd) business first day following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). The Required Effectiveness Date shall automatically be extended for all purposes of this Agreement until thirty (30) days after the Company is required to file its Form 10-KSB including applicable extension if the SEC determines that the Company's current financial statements cannot be used for purposes of the Registration Statement (or a determination having a comparable effect). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration StatementLender, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 ActSecurities Exchange Act of 1934, if as amended, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty Forty-Five (6045) days following the date hereof Closing Date (the “Filing Date”"FILING DATE") a registration statement (the “Registration Statement”"REGISTRATION STATEMENT") covering the sale resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale resale of all of the Registrable SecuritiesSecurities . The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 150 days following the Filing Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) first business day following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “Required Effectiveness Date”"REQUIRED EFFECTIVENESS DATE"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration StatementAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty (60) 120 days following the date hereof (the “Filing Date”) a registration statement (the “Registration Statement”) covering the sale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale of all resale of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 180 days following the Filing Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the SEC or (iii) the third (3rd) first business day following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “Required Effectiveness Date”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder; however, based on SEC review and approval process in effect at Closing, it is anticipated that each Registration Statement shall include a number of Registrable Securities equal to not more than 33.33% of the Company’s then total shares outstanding. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company SDC issued to the Investor pursuant to the Preferred Stock Purchase Agreement, Warrant Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, Escrow Agreement the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Exchange Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty thirty (6030) days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale of such number of shares of the Registrable Securities as the Investor Purchasers shall elect by written notice to the Company, and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur of (i) 120 days following the Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor Purchasers pursuant to the Preferred Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty thirty (6030) days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale resale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 days following the Filing Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) first business day following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration StatementAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty thirty (6030) days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, and absent such election, covering the sale resale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur earlier of (i) 120 150 days following the Filing Closing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) first business day following the day the Company receives notice from the SEC that the SEC has determined that determines the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration StatementAgreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty (60) days following the date hereof (the “Filing Date”) a registration statement (the “Registration Statement”) covering the sale of such number of shares of the Registrable Securities as the Investor Investors shall elect by written notice to the Company, and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur of (i) 120 days following the Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “No Review” or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “Required Effectiveness Date”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company Note, Series A Preferreed Stock or Warrants issued to the Investor Investors pursuant to the Purchase Agreement and the WarrantsAgreement, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. The Company shall prepare and file within sixty (60) days following the date hereof (the “"Filing Date”") a registration statement (the “"Registration Statement”") covering the sale of such number of shares of the Registrable Securities as the Investor Investors shall elect by written notice to the Company, and absent such election, covering the sale of all of the shares of the Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the first to occur of (i) 120 days following the Filing Date with respect to the Registration Statement, (ii) ten (10) days following the receipt of a “"No Review” " or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC (the “"Required Effectiveness Date”"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, if should the Registration Statement does not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor Investors pursuant to the Purchase Agreement and the Warrants, other than as a result of the election by the holder thereof not to have Shares included in the Registration Statement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.