Common use of Registration of Registrable Securities Clause in Contracts

Registration of Registrable Securities. Within nine (9) months after the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewith.

Registration of Registrable Securities. Within nine (9) months after The Company shall prepare and file the First Closing Date, Initial Registration Statement covering the sale of such number of shares of the Registrable Securities as the Investors shall elect by written notice to the Company, at and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its expense, shall have best efforts to cause the Registration Statement to be declared effective by the SEC on the Required Effective Date. Subject to SEC Guidance on the number of Shares which may be registered pursuant to one Rule 415, nothing contained in this Agreement shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or more effective registration statements filed 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 (unless such election was made with a view to meeting the SEC Guidance relating to Rule 415), the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable, to the extent that it may do so) relating to such Registrable Securities Act which then remain unregistered, subject to the resale by Lender SEC Guidance on the earliest day on which such Registration Statement may be filed. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. No shares of Common Stock or other securities shall be included in the Initial or any successor thereto any and all Company shares Subsequent Registration Statement other than Shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan Investors and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “their transferees who hold Registrable Securities”); it being understood that the Initial and Subsequent Registration Statements shall relate solely to Registrable Securities, and the Company agrees to maintain the effectiveness and currency of each such registration statement, including shall not file any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with respect to other securities if the SEC for effect thereof would be to impair the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration ability of the resale Investors to have registered the maximum number of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithwhich are permitted based on SEC Guidance.

Registration of Registrable Securities. Within nine (9) months after The Company shall prepare and file the First Closing Date, Initial Registration Statement covering the sale of such number of shares of the Registrable Securities as the Investors shall elect by written notice to the Company, at and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its expense, shall have best efforts to cause the Registration Statement to be declared effective by the SEC on the Required Effective Date. Subject to SEC Guidance on the number of Shares which may be registered pursuant to one Rule 415, nothing contained in this Agreement shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or more effective registration statements filed 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 (unless such election was made with a view to meeting the SEC Guidance relating to Rule 415), the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable, to the extent that it may do so) relating to such Registrable Securities Act which then remain unregistered, subject to the resale by Lender SEC Guidance on the earliest day on which such Registration Statement may be filed. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. No shares of Common Stock or other securities shall be included in the Initial or any successor thereto any and all Company shares Subsequent Registration Statement other than Shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan Investors and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “their transferees who hold Registrable Securities”); it being understood that the Initial and Subsequent Registration Statements shall relate solely to Registrable Securities, and the Company agrees shall not file any registration statement with respect to maintain other securities if the effectiveness and currency of each such registration statement, including any related prospectus until effect thereof would be to impair the earlier to occur of (i) the resale ability of the Investors to have registered the maximum number of Registrable Securities by Lender or any successor thereto in which are permitted based on SEC Guidance. The Investors have advised the manner contemplated by such registration statement or (ii) such time as Company that, to the extent that all of the Registrable Securities may cannot be sold by Lender or any successor thereto registered based on SEC Guidance relating to Rule 415, as long as the Investors shall be able so sell the shares of Common Stock issuable upon conversion of the Series A Preferred Stock pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereofsubsequent similar rule, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) six months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the filed pursuant to this Section 2.1 shall only include Registrable Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration issuable upon exercise of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithWarrants.

Registration of Registrable Securities. Within nine (9a) months after Subject to the First terms and conditions of this Agreement, the Company shall file with the Commission, on each of the Closing Date, the CompanyYear 1 Closing Date, at its expensethe Year 2 Closing Date, shall have registered pursuant and the Year 3 Closing Date, a registration statement on Form S-3 to one or more effective registration statements filed with register for resale, respectively: (i) the SEC under the Securities Act the resale by Lender or Purchased Shares and any successor thereto any and all Company shares securities issued or issuable with respect thereto that are Registrable Securities ("PURCHASED SHARES REGISTRATION STATEMENT"), (ii) the Year 1 Shares and any securities issued or issuable with respect thereto that are Registrable Securities ("YEAR 1 REGISTRATION STATEMENT"), (iii) the Year 2 Shares and any securities issued or issuable with respect thereto that are Registrable Securities ("YEAR 2 REGISTRATION STATEMENT"), and (iv) the Year 3 Shares and any securities issued or issuable with respect thereto that are Registrable Securities ("YEAR 3 REGISTRATION Statement"). The Company shall use its reasonable best efforts to cause each Registration Statement to become effective as soon as possible after filing and to remain effective for the period ending on the earlier of (x) pursuant to the Conversion Right or Termination Date for such Registration Statement (except as may otherwise be provided in Section 8.8 with respect to Xxx Xxxxxxx'x membership on the Loan Company's Board of Directors), and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the date on which there are no Registrable Securities covered by Lender or any successor thereto in the manner contemplated by such that Registration Statement. Each Registration Statement shall be filed as a "shelf" registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) 415 under the Securities Act (or any successor provision thereto)rule) and shall cover the disposition of all Registrable Securities covered by that Registration Statement in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may reasonably be specified by Purchaser; provided, however, that the Purchaser may not request an underwritten offering (i) unless the underwritten offering is for the sale of Purchased Shares and would result in gross proceeds of at least the Company Purchase Price (exclusive of underwriter fees, discounts and commissions) and (ii) such underwritten offering shall not take all such further action (including, without limitation, place any registration time during the six-month period immediately following the date of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunderthis Agreement. The Company shall from time use its reasonable best efforts to time furnish to Lender or any successor thereto sufficient copies keep such Registration Statement continuously effective (in accordance with the last sentence of any such prospectusthe first paragraph of this Section 8.2(a)), and any supplements thereto, so as to permit the resale in furtherance of such Registrable Securitiesobligation, shall supplement or any portion thereofamend such Registration Statement if, in as and when required by the manner prescribed rules, regulations and instructions applicable to the form used by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a for such registration statement with the SEC for the purpose of registering the sale of its equity securities under or by the Securities Act (or by any other than on Form S-4 or Form S-8), the Company agrees rules and regulations thereunder applicable to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithshelf registrations.

Registration of Registrable Securities. Within nine The Company shall file within ten (910) months after days of the First Closing date hereof (the "Amendment Filing Date"), an amendment to its currently effective S-1 Registration Statement No. 333-55484 (the "Registration Statement Amendment") to register the resale of the Debenture Conversion Shares and Warrant Shares. In the event the Company fails to file the Registration Statement Amendment by the Amendment Filing Date, the Company, at its expense, shall have registered pursuant Company will pay liquidated damages to one or more effective registration statements filed with the SEC under Fund in the Securities Act amount of 1% of the principal amount of the then outstanding Debentures per day until the Registration Statement Amendment has been filed. If the Registration Statement Amendment does not include a number of shares to register the resale by Lender or any successor thereto any and of all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants Debenture Conversion Shares and the Additional Warrant (collectivelyShares, the “Registrable Securities”Company shall prepare and file within seven (7) days following the Company's Annual Meeting of Shareholders for 2001 (the "Filing Date"), and a registration statement (the Company agrees "Registration Statement") to maintain register not less than 30,000,000 shares of the effectiveness and currency of each such registration statement, including any related prospectus until the earlier Company's Common Stock to occur of (i) cover the resale of the Registrable Securities by Lender or any successor thereto and the shares of Common Stock issuable upon conversion of the restructured Bridge Notes (as such term is defined in the manner contemplated Securities Purchase Agreement). 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 Registration Statement has been filed. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the Commission on the earlier of (i) 60 days following the Filing Date or (ii) such time as all ten (10) days following the receipt of a "No Review" or similar letter from the 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, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Registrable Securities may be sold by Lender Debentures, or any successor thereto pursuant to Rule 144(k) under exercise of the Securities Act (or any successor provision thereto); and Common Stock Purchase Warrants described in Section 1 above, the Company shall take all be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaidRegistrable Securities which then remain unregistered. The Company agrees provisions of this Agreement shall relate to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, Registration Statement and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a separate registration statement with as if it were an amendment to the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithRegistration Statement.

Registration of Registrable Securities. Within nine (9a) months The Issuer agrees that the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Registrable Securities (as defined below) (the “Registration Statement”) no later than fifteen (15) Business Days after the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable Date (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable SecuritiesFiling Date”), and the Company agrees Issuer shall use its commercially reasonable efforts to maintain have the effectiveness and currency of each such registration statementRegistration Statement declared effective as soon as practicable after the filing thereof, including any related prospectus until but no later than the earlier to occur of (i) the sixtieth (60th) calendar day after the filing thereof (or, in the event the Commission notifies the Issuer that it will “review” the Registration Statement, the ninetieth (90th) calendar day following the filing thereof) and (ii) the tenth (10th) Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. The Issuer will provide a draft of the Registration Statement to each Subscriber for review at least three (3) Business Days in advance of filing the Registration Statement provided, that for the avoidance of doubt, in no event shall the Issuer be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review of a draft of the Registration Statement that was provided to such Subscriber at least three (3) Business Days in advance of filing the Registration Statement. In no event shall any Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that a Subscriber be identified as a statutory underwriter in the Registration Statement, such Subscriber will have the opportunity to withdraw from the Registration Statement upon its written request to the Issuer. Notwithstanding the foregoing, if the Commission prevents the Issuer 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 Registrable Securities by Lender the applicable stockholders or any successor thereto otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities to be registered for each selling stockholder named in the manner contemplated by Registration Statement shall be reduced pro rata among all such registration statement or (ii) such time selling stockholders and as all of the promptly as practicable after being permitted to register additional Registrable Securities may be sold by Lender or any successor thereto pursuant to under Rule 144(k) 415 under the Securities Act (Act, the Issuer shall amend the Registration Statement or any successor provision thereto); file a new Registration Statement to register such Registrable Securities not included in the Registration Statement and the Company shall take all cause such further action (includingamendment or Registration Statement to become effective as promptly as practicable. The Issuer agrees that, without limitation, any registration of except for such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges times as the Company’s Common Shares may trade from time Issuer is permitted hereunder to time) as shall permit suspend the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request use of the Lender to reflect any successors prospectus forming part of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. Ifa Registration Statement, at any time prior to nine (9) months after the First Closing Dateits expense, the Company files a registration statement with the SEC for the purpose of registering the sale of Issuer will use its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees commercially reasonable efforts to include the registration of the resale of the Registrable Securities in cause such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewith.Registration

Registration of Registrable Securities. Within nine The Company shall prepare and file within fifteen (915) months days after adoption or approval of the First Closing Share Increase Amendment by the Company’s shareholders (the “Filing Date, ”) a registration statement (the “Registration Statement”) covering the resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, at its expenseand absent such election, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act covering the resale by Lender or any successor thereto any and of all Company of the shares issued or issuable (x) pursuant of the Registrable Securities. If necessary in the opinion of counsel to the Conversion Right or otherwise Company and the Investor, the Company will file a separate registration statement with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all underlying securities that may be issued pursuant to Section 6.14 of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunderPreferred Stock Purchase Agreement. The Company shall use its commercially reasonable to cause the Registration Statement to be declared effective by the SEC on the earlier of (i) 90 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 time the SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to time furnish be declared effective (the “Required Effectiveness Date”). Nothing contained herein shall be deemed to Lender limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or any successor thereto sufficient copies potentially acquirable by) the holders of any such prospectus, the Shares of the Company issuable to the Investor upon exercise of the Preferred Stock and any supplements thereto, so as Warrants issued pursuant to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing DatePreferred Stock Purchase Agreement, the Company files shall be required to promptly file a separate registration statement with the SEC for the purpose of registering the sale of its equity securities (utilizing Rule 462 promulgated under the Securities Act (other than on Form S-4 or Form S-8)1933 Act, the Company agrees where applicable) relating to include the registration of the resale of the such Registrable Securities in which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement and as if it were an amendment to the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithRegistration Statement.

Registration of Registrable Securities. Within nine (9) months after The Company shall prepare and file the First Closing Date, Initial Registration Statement covering the sale of such number of shares of the Registrable Securities as the Investors shall elect by written notice to the Company, at and absent such election, covering the sale of all of the Registrable Securities. The Company shall use its expense, shall have commercially reasonable best efforts to cause the Initial Registration Statement to be declared effective by the SEC on the Required Effective Date. Subject to SEC Guidance on the number of Shares which may be registered pursuant to one or more effective registration statements filed Rule 415, nothing contained in this Agreement shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Initial Registration Statement not relate to the maximum number of Registrable Securities (other than as a result of the election by a holder thereof not to have Shares included in the Initial Registration Statement unless such election was made with a view to meeting the SEC Guidance relating to Rule 415), the Company shall be required to promptly file a separate Registration Statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable, to the extent that it may do so) relating to such Registrable Securities Act which then remain unregistered, subject to the resale by Lender SEC Guidance on the earliest day on which such Registration Statement may be filed. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. No shares of Common Stock or other securities shall be included in the Initial or any successor thereto any and all Company shares Subsequent Registration Statement other than Shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan Investors and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “their transferees who hold Registrable Securities”); it being understood that the Initial and Subsequent Registration Statements shall relate solely to Registrable Securities, and the Company agrees to maintain the effectiveness and currency of each such registration statement, including shall not file any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with respect to other securities if the SEC for effect thereof would be to impair the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration ability of the resale Investors to have registered the maximum number of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithwhich are permitted based on SEC Guidance.

Registration of Registrable Securities. Within nine twelve (912) months after the First Closing Date, the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender ICG or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan Investment and (y) upon exercise or conversion of the Warrants and the Additional Conversion Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender ICG or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender ICG or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender ICG to reflect any successors of LenderICG’s rights hereunder. The Company shall from time to time furnish to Lender ICG or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender ICG or any successor thereto. If, at any time prior to nine twelve (912) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewith.

Registration of Registrable Securities. Within nine (9a) months Shelf Registration of Registrable Securities. The Company shall, within 90 days after the First Closing effectiveness date (the "IPO Effectiveness Date, the Company, at its expense, shall have registered pursuant to one or more effective ") of a registration statements statement filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise Commission in connection with respect to the Loan and (y) upon exercise or conversion an initial public offering of the Warrants and the Additional Warrant Common Stock, use its best efforts to (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such a) file a shelf registration statement, including any related prospectus until the earlier to occur of (i) the resale statement covering resales of the Registrable Securities by Lender (the "Warrant Shares Shelf Registration Statement"), (b) cause the Warrant Shares Shelf Registration Statement to be declared effective under Securities Act and (c) keep effective the Warrant Shares Shelf Registration Statement until the earlier of one year after the IPO Effectiveness Date (or any successor thereto in the manner contemplated by such registration statement earlier date as may be authorized under Rule 144(k), as it may be amended from time to time) or (ii) such time as all of the applicable Registrable Securities may be have been sold by Lender thereunder or any successor thereto pursuant to are otherwise eligible for sale under Rule 144(k) 144 under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaidAct. The Company agrees shall, in the event that a Warrant Shares Shelf Registration Statement is filed, provide to amend such registration statements from time to time upon request each Holder copies of the Lender prospectus that is a part of the Warrant Shares Shelf Registration Statement, notify each such Holder when the Warrant Shares Shelf Registration Statement for the Registrable Securities has become effective and take certain other actions as are required to reflect any successors permit unrestricted resales of Lender’s rights hereunderthe Registrable Securities. The Company shall from time require a Holder that sells Registrable Securities pursuant to time furnish the Warrant Shares Shelf Registration Statement to Lender or any successor thereto sufficient copies of any such prospectusbe named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, and any supplements thereto, so as such Holder shall be bound by the provisions of this Agreement that are applicable to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor theretoa Holder (including certain indemnification rights and obligations). If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale Each holder of the Registrable Securities shall deliver information to be used in such registration statement connection with the Warrant Shares Shelf Registration Statement and provide comments on the other applicable covenants and agreements of Warrant Shares Shelf Registration Statement within the Company time periods set forth in this Section 6.2 shall apply Agreement in order to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including have its Registrable Securities included in the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithWarrant Shares Shelf Registration Statement.

Registration of Registrable Securities. (i) Within nine (9) months 120 days after the First Closing Date, the Company, at its expense, Coyote shall have registered pursuant to one or more effective registration statements filed file with the SEC a shelf registration statement under Rule 415 of the Securities Act the resale by Lender on Form S-1 (or any successor thereto any form thereto) covering the sale or other distribution of all of the Registrable Securities, and shall keep such shelf registration statement effective until all Company Registrable Securities have been sold. If such shelf registration statement is not filed within 120 days after the Closing Date, or if such shelf registration statement is not declared effective by the SEC before the first anniversary of the Closing Date, then Coyote shall issue to each Shareholder on the fifth Business Day following such first anniversary of the Closing Date such number of additional shares of Coyote Common Stock as is equal to twelve percent (12%) of the aggregate number of Registrable Securities held by such Shareholder on such first anniversary of the Closing Date (the "Additional Securities"). Coyote shall amend the shelf registration statement from time to time at the request of either Shareholder to include in such registration statement Registrable Securities issued or issuable (x) pursuant to such Shareholder subsequent to the Conversion Right filing of the registration statement (or otherwise any amendment thereto) with the SEC. Coyote shall notify each Shareholder promptly (A) when the shelf registration statement or any amendment or supplement thereto has been filed and when the same (as amended or supplemented, as the case may be) has become effective, (B) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (C) of the receipt by Coyote of any notification with respect to the Loan and (y) upon exercise or conversion suspension of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale qualification of the Registrable Securities by Lender for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (D) of the happening of any event or the discovery of any facts that makes any statement made in the registration statement, the prospectus constituting a part thereof or any successor thereto document incorporated therein by reference untrue in any material respect or that requires the making of any changes in the manner contemplated registration statement, the prospectus constituting a part thereof or any document incorporated therein by reference in order to make the statements therein not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. Coyote shall make every effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement at the earliest possible time. Coyote shall timely file all reports required to be filed by it under Section 13 or (iiSection 15(d) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaidExchange Act. The Company agrees issuance of Additional Securities shall not constitute a waiver of Shareholders' right to amend such registration statements from time to time upon request seek specific performance of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewith6.12(e).

Registration of Registrable Securities. Within nine (9) months after The Company shall prepare and file the First Closing Date, Initial Registration Statement covering the Company, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto any and all Company sale of such number of shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities as the Investors shall elect by Lender or any successor thereto in written notice to the manner contemplated by Company, and absent such registration statement or (ii) such time as election, covering the sale of all of the Registrable Securities issuable upon conversion of the Debentures and exercise of the Warrants. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on the Required Effective Date. Subject to SEC Guidance on the number of Shares which may be sold by Lender or any successor thereto registered pursuant to Rule 144(k415, nothing contained in this Agreement shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the 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 Statement (unless such election was made with a view to meeting the SEC Guidance relating to Rule 415), the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, if applicable, to the extent that it may do so) relating to such Registrable Securities Act (which then remain unregistered, subject to the SEC Guidance on the earliest day on which such Registration Statement may be filed. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement. No shares of Common Stock or other securities shall be included in the Initial or any successor provision thereto)Subsequent Registration Statement other than Shares issued or issuable to the Investors and their transferees who hold Registrable Securities; it being understood that the Initial and Subsequent Registration Statements shall relate solely to Registrable Securities, and the Company shall take all such further action (including, without limitation, not file any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with respect to other securities if the SEC for effect thereof would be to impair the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration ability of the resale Investors to have registered the maximum number of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithwhich are permitted based on SEC Guidance.

Registration of Registrable Securities. Within nine The Company shall prepare and file within thirty (930) months after days following the First Closing date hereof (the "Filing Date, ") a registration statement (the "Registration Statement") covering the resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, at and absent such election, covering the resale of all of the shares of the Registrable Securities. The Company shall use its expense, shall have registered pursuant best efforts to one or more cause the Registration Statement to be declared effective registration statements filed with by the SEC under on the Securities Act earlier of (i) 120 days following the resale by Lender or any successor thereto any and all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise Closing Date with respect to the Loan and Registration Statement, (yii) upon exercise ten (10) days following the receipt of a "No Review" or conversion similar letter from the SEC or (iii) the first business day following the day the SEC determines the Registration Statement eligible to be declared effective (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, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Warrants Shares of the Company issued to the Investor pursuant to the Common Stock Purchase Agreement and the Additional Warrant (collectivelyAgreement, the “Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Registrable Securities”)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. In addition, and notwithstanding anything above to the contrary, if the SEC determines that the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of may not register the Registrable Securities by Lender or any successor thereto in on the manner contemplated by Registration Statement because such registration statement or does not meet the requirements of Rule 415 promulgated under the Exchange Act (ii) such time as all "Rule 415"), then the Company may, without penalty, withdraw the Registration Statement, and shall have no further obligation to register that number of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under this Section 2.2 greater than the Securities Act (or any successor provision thereto); and number of shares permitted to be registered by the SEC. For the purpose of clarity, the Company shall take not be required to register any Registrable Securities under this Section 2.2 if the SEC does not allow the Registration Statement to go effective due to non-compliance with Rule 415. Both the Company and Westside Capital will work together to register the appropriate amount of shares underlying the warrants so that in all such further action (including, without limitation, any likelihood the registration statement becomes effective and that the warrants and number of such shares under applicable state securities laws and are priced accordingly to satisfy Section 2 of the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaidwarrant agreements. The Company agrees will endeavor to amend such registration statements from time to time upon request register a minimum of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine sixteen (916) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithmillion shares.

Registration of Registrable Securities. Within nine (9) At any time after six months after from the First Closing Datedate of this Agreement and before the termination of this Agreement, the Company, at its expense, shall have holders of 51% 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-one or more effective (31) days after a Registration Request, the Company shall prepare and file a registration statements filed with statement to effect the SEC registration under the Securities Act of all, but not less than all, of the resale by Lender or any successor thereto any and all Company shares issued or issuable Registrable Securities which relate (xor, because of the indeterminable number thereof, which could reasonably be deemed to relate) pursuant to the Conversion Right or otherwise with respect Securities; all to the Loan and extent requisite to permit the public disposition of such Registrable Securities 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) (ythe "Registration Statement") to be declared effective by the Commission upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) 120 days after the resale date of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or Registration Request, (ii) such time as all 90 days following the filing of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof, in the manner prescribed by Lender or any successor thereto. If, at any time prior to nine (9) months after the First Closing Date, the Company files a registration statement with the SEC for the purpose of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration Registration Statement contemplated by this Section 6.22.1, including or (iii) ten (10) business days after receipt of a "no review" or similar letter from the reasonable legal fees and expenses Commission (up 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, should the Registration Statement not relate to the maximum number of $15,000Registrable Securities acquired by (or potentially acquirable by) that Lender or any successor thereto may incur the holders thereof upon exercise of the Warrants described in connection therewithSection 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to such separate registration statement as if it were an amendment to the Registration Statement.

Registration of Registrable Securities. Within nine (9a) months after After the First Closing Date, the CompanyAcquiror shall use its reasonable commercial efforts to cause such shares of Acquiror Common Stock, at its expense, shall have registered pursuant to one or more effective registration statements filed with the SEC under the Securities Act the resale by Lender or any successor thereto including any and all Company shares issued or issuable Escrow Shares (x) pursuant to the Conversion Right or otherwise with respect to the Loan and (y) upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees ) to maintain the effectiveness and currency be registered under Rule 415 of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or (ii) such time as all of the Registrable Securities may be sold by Lender or any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (including, without limitation, any registration of such shares under applicable state securities laws and the listing of such shares on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such shares, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale thereof, and in connection therewith shall use its commercially reasonable efforts to prepare and file a Registration Statement on Form S-3 or S-1 (referred to herein as, the “Registration Statement”) with the SEC with respect to the Registrable Securities as soon as practicable after the Closing Date hereof, but no later than sixty (60) days after the Effective Time, and shall use its best efforts to cause the Registration Statement to become effective as soon as practicable, but in no event later than the ninety-first (91st) day after the Closing Date (the “Filing Effective Date”); provided, however, that each holder of Registrable Securities (“Holder”) shall provide all such information and materials to Acquiror and take all such action as may be required in order to permit Acquiror to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registrable SecuritiesRegistration Statement. The offering made pursuant to such registration shall not be underwritten. Acquiror agrees to provide promptly such information concerning its business and financial statements and affairs as may be reasonably required or appropriate for inclusion in the Registration Statement, or in any portion thereofamendments or supplements thereto, and to cause its counsel and auditors to cooperate in the preparation of the same. Acquiror will promptly advise Target, in the manner prescribed by Lender or any successor thereto. If, writing if at any time prior to nine (9) months the Filing Effective Date Acquiror shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Registration Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Acquiror will use commercially reasonable efforts to cause the Registration Statement to be mailed to the shareholders as promptly as practicable after the First Closing Date, the Company files a registration statement its filing with the SEC for SEC, or otherwise make such filing available to the purpose of registering the sale of its equity securities under the Securities Act shareholders. Acquiror shall also take any commercially reasonable action (other than on Form S-4 qualifying to do business in any state in which it is not now so qualified or Form S-8), the Company agrees filing a general consent to include service of process) required to be taken under any applicable state securities laws in connection with the registration and qualification of the resale of the Registrable Securities in such registration statement and the other applicable covenants and agreements of the Company set forth in this Section 6.2 shall apply Acquiror Common Stock to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up be issued pursuant to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewith.Merger I.

Registration of Registrable Securities. Within nine (9) months As soon as practicable after the First Closing DateCompany is eligible for use of Form S-3, the Company, at its expense, Company shall have registered pursuant prepare and file a registration statement to one or more effective effect the registration statements filed with the SEC under the Securities Act of all, but not less than all, of the resale by Lender or any successor thereto any and Registrable Securities, all Company shares issued or issuable (x) pursuant to the Conversion Right or otherwise with respect extent requisite to permit the Loan and public disposition of all such Registrable Securities 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) (ythe "Registration Statement") to be declared effective by the Commission upon exercise or conversion of the Warrants and the Additional Warrant (collectively, the “Registrable Securities”), and the Company agrees to maintain the effectiveness and currency of each such registration statement, including any related prospectus until the earlier to occur of (i) the resale of the Registrable Securities by Lender or any successor thereto in the manner contemplated by such registration statement or June 30, 2004, (ii) such time as all 90 days following the filing of the Registrable Securities may be sold Registration Statement contemplated by Lender this Section 2.1, or (iii) ten (10) business days after receipt of a "no review" or similar letter from the Commission (the "Required Effectiveness Date"). In the event that (a) the Registration Statement is not declared effective by the Commission on the Required Effectiveness Date, or (b) the Registration Statement fails to remain effective for the duration of the Registration Maintenance Period for any successor thereto pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto); and the Company shall take all such further action (reason, including, without limitation, because the Company becomes ineligible for use of Form S-3 at any registration time after the Required Effectiveness Date, then on the first Business Day (as defined in the Note Purchase Agreement) of such shares under applicable state securities laws and the listing of such shares each month (or partial month) thereafter, commencing on any and all trading markets or stock exchanges as the Company’s Common Shares may trade from time to time) as shall permit the resale of such sharesJuly 1, or any portion thereof, as aforesaid. The Company agrees to amend such registration statements from time to time upon request of the Lender to reflect any successors of Lender’s rights hereunder. The Company shall from time to time furnish to Lender or any successor thereto sufficient copies of any such prospectus, and any supplements thereto, so as to permit the resale of such Registrable Securities, or any portion thereof2004, in the manner prescribed by Lender case of clause (a) above, or any successor thereto. Ifon the first day of the calendar month immediately following the month in which the Registration Statement ceases to remain effective under clause (b) above, at any time prior to nine (9) months after in accordance with the First Closing Dateterms and provisions of the Warrant Agreement, the Company files a registration statement with shall issue Warrants for an additional 10,000 Warrant Shares each month to the SEC Warrant Holders (pro rata based on the number of Warrants held by each) until such time as the Registration Statement is declared effective by the Commission. The issuance of such Warrants shall be the sole and exclusive remedy of the Holders for the purpose any failure of registering the sale of its equity securities under the Securities Act (other than on Form S-4 or Form S-8), the Company agrees to include the registration of the resale of register the Registrable Securities in such registration statement and by the other applicable covenants and agreements Required Effectiveness Date or to maintain its eligibility for Form S-3. Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company set forth in this Section 6.2 shall apply to such registration statement. The Company shall pay all costs and expenses of any such registration contemplated by this Section 6.2, including the reasonable legal fees and expenses (up to a maximum of $15,000) that Lender or any successor thereto may incur in connection therewithhereunder.