Common use of Registration of Underlying Shares Clause in Contracts

Registration of Underlying Shares. (a) The Company agrees that, within thirty (30) calendar days following the Closing Date, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Underlying Shares (if any) (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than seventy-five (75) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred five (105) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline 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 and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”). Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Underlying Shares and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5.

Registration of Underlying Shares. (a) The Company agrees that, within thirty (30) calendar days following the Closing DateSo long as any War-rants remain unexercised or Debentures remain outstanding, the Company will agrees not to file a registration statement with the Commission, without first having registered the Underlying Shares for resale with the SEC and for resale in such states of the United States as the Holders thereof (or the Holders of the Debentures) shall reasonably request. If the Company shall propose to file with the Commission SEC any registration statement other than a Form 10 which would cause, or have the effect of causing, the Company to become subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act (a "Reporting Issuer") or to take any other action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities or cause the Underlying Shares to be issued upon exercise of any then outstanding Warrants to be restricted securities (as such term defined in Rule 144 promulgated under the Securities Act), the Company agrees to give written notification of such to the Holders of the Debentures or the Warrants then outstanding at least two weeks prior to such filing or taking of the proposed action. If any Debentures or Warrants are outstanding at the Company’s sole cost and expense) end of such notice period, the Company agrees to file a registration statement registering the resale on Form S-1 or SB-2, or such other form of registration statement in which the Underlying Shares (if any) (the “Registration Statement”)may be included, and to include in such registration statement the Company shall use its commercially reasonable efforts Underlying Shares issuable upon conversion of any then outstanding Debentures or the exercise of any then outstanding Warrants so as to have pen-nit the Registration Statement declared effective as soon as practicable after the filing public resale thereof, but in any event no later than seventy-five (75) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline . All costs and expenses of registration shall be extended to one hundred five (105) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) borne by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline 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 and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”). Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents Company for any reason shall become a Reporting Issuer, or shall have taken any action the Company from including any or all effect of the shares proposed which would be to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of cause the Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered for each selling stockholder named issued upon conversion of any then outstanding Debentures or the exercise of any then outstanding Warrants to be restricted securities (as such term is defined in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 144 promulgated under the Securities Act), the Company shall amend agrees to immediately file with the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Underlying Shares SEC and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after a registration statement which would permit the filing thereof, but in any event no later than thirty (30) calendar days after the filing public resale of such Registration Statement (Underlying Shares in such states of the “Additional Effectiveness Deadline”); provided, that United States as the Additional Effectiveness Deadline Holders thereof shall reasonably request. All costs and expenses of such registration and related Blue Sky filings shall be extended to one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) borne by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5Company.

Registration of Underlying Shares. (a) The Company agrees that, within thirty (30) calendar days following the Transaction Closing Date, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Underlying Shares (if any) (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than seventy-five (75) calendar days after the Transaction Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred five (105) calendar days after the Transaction Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline 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 and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”). Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Underlying Shares and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5.

Registration of Underlying Shares. (a) The Company agrees that, within thirty (30) calendar days following the Closing DateSo long as any Debentures remain outstanding, the Company will agrees not to file a Form 10 registration statement with the Securities Exchange Commission (the "SEC"), without first having registered the issuance of the Debenture Underlying Shares under the Securities Act, and qualified such issuances in such states of the United States as the holders of the Debentures shall reasonably request. If the Company shall propose to file with the Commission SEC any registration statement other than a Form 10 which would cause, or have the effect of causing, the Company to become subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act (a "Reporting Issuer") or to take any other action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities (as such term is defined in Rule 144 promulgated under the Securities Act), the Company agrees to give written notification of such to the Holders of the Debentures then outstanding at least two weeks prior to such filing or taking of the proposed action. If any Debentures are outstanding at the Company’s sole cost and expense) end of such notice period, the Company agrees to file a registration statement registering on Form S-1 or SB-2, or such other form of registration statement in which the resale of Debenture Underlying Shares may be included, and to include in such registration statement the Underlying Shares (if any) (issuable upon conversion of any then outstanding Debentures so as to permit the “Registration Statement”), public resale thereof. All costs and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than seventy-five (75) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline expenses of registration shall be extended to one hundred five (105) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) borne by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline 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 and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”). Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents Company for any reason shall become a Reporting Issuer, or shall have taken any action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities (as such term is defined in Rule 144 promulgated under the Securities Act), the Company from including any or all agrees to immediately file with the SEC and cause to become effective a registration statement which would permit the public resale of such Underlying Shares in such states of the shares proposed United States as the Holders thereof shall reasonably request. All costs and expenses of such registration shall be borne by the Company. If (but without any obligation to do so under this Agreement) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the issuance of the Underlying Shares, or a registration of an offering of securities, the underwriter of which objects to registration of additional securities), the Company shall, at such time, promptly give each Holder of Debentures or Warrants written notice of such registration. Upon the written request of each Holder of Debentures or Warrants given within twenty days after mailing of such notice by the Company, the Company shall cause to be registered under the Registration Statement due to limitations on the use such registration statement such issuances of Rule 415 Common Stock upon conversion of the Securities Act for the resale Debentures or exercise of the Underlying Shares by the applicable stockholders or otherwise, Warrants as each such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares Holder has requested to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Underlying Shares and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in any event no later than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5registered.

Registration of Underlying Shares. (a) The Company agrees that, within thirty (30) calendar days following the Closing DateSo long as any Warrants remain unexercised or Debentures remain outstanding, the Company will agrees not to file a registration statement with the Commission, without first having registered the Underlying Shares for resale with the SEC and for resale in such states of the United States as the Holders thereof (or the Holders of the Debentures) shall reasonably request. If the Company shall propose to file with the Commission SEC any registration statement other than a Form of which would cause, or have the effect of causing, the Company to become subject to the reporting requirements of Section 13 or 15(4) of the Exchange Act (a "Reporting Issuer") or to take any other action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities or cause the Underlying Shares to be issued upon exercise of any then outstanding Warrants to be restricted securities (as such term is defined in Section 144 promulgated under the Securities Act), the Company agrees to give written notification of such to the Holders of the Debentures or the Warrants then outstanding at least two weeks prior to such filing or taking of the proposed action. If any Debentures or Warrants are outstanding at the Company’s sole cost and expense) end of such notice period, the Company agrees to file a registration statement registering the resale on Form S-I or SB-2, or such other form of registration statement in which the Underlying Shares (if any) (the “Registration Statement”)may be included, and to include in such registration statement the Company shall use its commercially reasonable efforts Underlying Shares issuable upon conversion of any then outstanding Debentures or the exercise of any then outstanding Warrants so as to have permit the Registration Statement declared effective as soon as practicable after the filing public resale thereof, but in any event no later than seventy-five (75) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline . All costs and expenses of registration shall be extended to one hundred five (105) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) borne by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline 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 and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”). Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. ------------------------------------------------------------------------------- Notwithstanding the foregoing, if the Commission prevents Company for any reason shall become a Reporting Issuer, or shall have taken any action the Company from including any or all effect of the shares proposed which would be to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of cause the Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered for each selling stockholder named issued upon conversion of any then outstanding Debentures or the exercise of any then outstanding Warrants to be restricted securities (as such term is defined in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 144 promulgated under the Securities Act), the Company shall amend agrees to immediately file with the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Underlying Shares SEC and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after a registration statement which would permit the filing thereof, but in any event no later than thirty (30) calendar days after the filing public resale of such Registration Statement (Underlying Shares in such states of the “Additional Effectiveness Deadline”); provided, that United States as the Additional Effectiveness Deadline Holders thereof shall reasonably request. All costs and expenses of such registration and related Blue-Sky filings shall be extended to one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) borne by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5Company.

Registration of Underlying Shares. (a) The Company Issuer agrees that, within thirty (30) calendar days following that the Closing Date, the Company Issuer will file with the Commission (at the CompanyIssuer’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of all of the Underlying Shares (if any) no later than fifteen (15) Business Days after the “Registration Statement”)Closing Date, and the Company Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than seventy-five the earlier of (75i) sixty (60) calendar days after the Closing Date filing thereof (or, in the “Effectiveness Deadline”); providedevent the Commission reviews and has written comments to the Registration Statement, that the Effectiveness Deadline shall be extended to one hundred five ninetieth (10590th) calendar days after day following the Closing Date if filing thereof) and (ii) the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten tenth (1010th) Business Days Day after the date the Company Issuer is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewreview ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, further, that (i) if the Effectiveness Deadline 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 and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed forbusiness. Upon Subscriber’s timely request, the Company shall The Issuer will provide a draft of the Registration Statement to the Subscriber for review at least two three (23) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”)Statement. Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration StatementSubscriber, Subscriber shall not be identified as a statutory underwriter in the Registration StatementStatement unless requested by the Commission or another regulatory agency; provided, that if the Commission or another regulatory agency requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the CompanyIssuer. Notwithstanding the foregoing, if the Commission prevents the Company 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 under the Securities Act for the resale of the Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the Company Issuer shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or a new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Underlying Shares not included in the Registration Statement and cause such amendment or Registration Statement(s) Statement to become effective as promptly as practicable after practicable. The Issuer agrees that, except for such times as the filing thereofIssuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, but in any event no later than thirty (30) calendar days after the filing of Issuer will use its commercially reasonable efforts to cause such Registration Statement to remain effective with respect to Subscriber until the earlier of (i) three (3) years from the “Additional Effectiveness Deadline”issuance of the Convertible Notes, (ii) the date on which all of the Underlying Shares (if any) shall have been sold, or (iii) on the first date on which Subscriber can sell all of its Underlying Shares (or shares received in exchange therefor) (if any) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2); provided, if applicable). If requested by Subscriber, the Issuer shall use its commercially reasonable efforts to (i) cause the removal of the restrictive legends from any Underlying Shares being sold under the Registration Statement or pursuant to Rule 144 at the time of sale of such Underlying Shares and (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that the Additional Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the filing removal of such Registration Statement restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if such Registration Statement is reviewed byany, and comments thereto are provided from, from the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) Holder as reasonably requested by the staff Issuer, its counsel or the transfer agent, establishing that restrictive legends are no longer required. From and after such time as the benefits of Rule 144 or any other similar rule or regulation of the Commission that such Registration Statement will not be “reviewed” or will not be may allow Subscriber to sell securities of the Issuer to the public without registration are available to holders of the Issuer’s common stock for so long as Subscriber holds Underlying Shares, the Issuer shall, at its expense, make and keep public information available, as those terms are understood and defined in Rule 144; use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to further reviewsuch requirements and such reports and other documents are required for the applicable provisions of Rule 144 to enable Subscriber to sell the Underlying Shares (if any) under Rule 144 for so long as Subscriber holds any Note; providedand furnish to Subscriber, furtherpromptly upon Subscriber’s reasonable request, that (i) a written statement by the Issuer, if such day falls on a Saturdaytrue, Sunday or other day that it has complied with the Commission is closed for businessreporting requirements of Rule 144, the Additional Effectiveness Deadline shall be extended to Securities Act, and the next Business Day on which the Commission is open for business and Exchange Act, (ii) if a copy of the Commission is closed for operations due to a government shutdown, most recent annual or quarterly report of the Effectiveness Deadline shall be extended Issuer and such other reports and documents so filed by the same number of Business Days that the Commission remains closed forIssuer, and (iii) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5.“

Registration of Underlying Shares. (a) The Company agrees that, within thirty (30) calendar days following the Closing DateSo long as any Warrants remain unexercised or Debentures remain outstanding, the Company will agrees not to file a registration statement with the Commission, without first having registered the Underlying Shares for resale with the SEC and for resale in such states of the United States as the Holders thereof (or the Holders of the Debentures) shall reasonably request. If the Company shall propose to file with the Commission SEC any registration statement other than a Form 10 which would cause, or have the effect of causing, the Company to become subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act (a "Reporting Issuer") or to take any other action the effect of which would be to cause the Underlying Shares to be issued upon conversion of any then outstanding Debentures to be restricted securities or cause the Underlying Shares to be issued upon exercise of any then outstanding Warrants to be restricted securities (as such term is defined in Rule 144 promulgated under the Securities Act), the Company agrees to give written notification of such to the Holders of the Debentures then outstanding at least two weeks prior to such filing or taking of the proposed action. If any Debentures are outstanding at the Company’s sole cost and expense) end of such notice period, the Company agrees to file a registration statement registering the resale on Form S-1 or SB-2, or such other form of registration statement in which the Underlying Shares (if any) (the “Registration Statement”)may be included, and to include in such registration statement the Company shall use its commercially reasonable efforts Underlying Shares issuable upon conversion of any then outstanding Debentures or the exercise of any then outstanding Warrants so as to have permit the Registration Statement declared effective as soon as practicable after the filing public resale thereof, but in any event no later than seventy-five (75) calendar days after the Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline . All costs and expenses of registration shall be extended to one hundred five (105) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) borne by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline 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 and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”). Unless otherwise agreed to in writing by Subscriber prior to the filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents Company for any reason shall become a Reporting Issuer, or shall have taken any action the Company from including any or all effect of the shares proposed which would be to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of cause the Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered for each selling stockholder named issued upon conversion of any then outstanding Debentures to be restricted securities (as such term is defined in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 144 promulgated under the Securities Act), the Company shall amend agrees to immediately file with the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Underlying Shares SEC and cause such amendment or Registration Statement(s) to become effective as promptly as practicable after a registration statement which would permit the filing thereof, but in any event no later than thirty (30) calendar days after the filing public resale of such Registration Statement (Underlying Shares in such states of the “Additional Effectiveness Deadline”); provided, that United States as the Additional Effectiveness Deadline Holders thereof shall reasonably request. All costs and expenses of such registration shall be extended to one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) borne by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5Company.

Registration of Underlying Shares. (a) The Company Issuer agrees that, within thirty (30) calendar days following that the Closing Date, the Company Issuer will file with the Commission (at the CompanyIssuer’s sole cost and expense) a registration statement registering the resale of the Underlying Shares (if any) (the “Registration Statement”) no later than fifteen (15) Business Days after the Closing Date (the “Filing Date”), and the Company Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than seventy-five the earlier of (75i) the sixtieth (60th) calendar days day after the Closing Date filing thereof (or, in the event the Commission notifies the Issuer that it will “Effectiveness Deadline”); providedreview” the Registration Statement, that the Effectiveness Deadline shall be extended to one hundred five ninetieth (10590th) calendar days after day following the Closing Date if filing thereof) and (ii) the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement declared effective within ten tenth (1010th) Business Days Day after the date the Company Issuer is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further reviewreview ((i) and (ii) collectively, the “Effectiveness Deadline”); provided, further, that (i) if the Effectiveness Deadline 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 and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed forbusiness. Upon Subscriber’s timely request, the Company shall The Issuer will provide a draft of the Registration Statement to Subscriber the Subscribers for review at least two (2) Business Days in advance of the date of filing the Registration Statement with Statement; provided that, for the Commission (avoidance of doubt, in no event shall the “Filing Date”). Unless otherwise agreed Issuer be required to in writing by Subscriber prior to delay or postpone the filing of the such Registration Statement, Statement as a result of or in connection with Subscriber’s review. In no event shall any Subscriber shall not be identified as a statutory underwriter in the Registration StatementStatement unless requested by the Commission or another regulatory agency; provided, that if the Commission or another regulatory agency 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 prompt written request to the CompanyIssuer. Notwithstanding the foregoing, if the Commission prevents the Company 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 Underlying Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the Company Issuer shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or a new Registration Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Underlying Shares not included in the Registration Statement and cause such amendment or Registration Statement(s) Statement to become effective as promptly as practicable practicable. The Issuer agrees that, except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, at its expense, the Issuer will use its commercially reasonable efforts to cause such Registration Statement to remain continuously effective with respect to the Subscribers and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement is available for the resale of the Underlying Shares and ensure that the applicable Registration Statement or any subsequent shelf registration statement is free of any material misstatements or omissions until the earliest of (i) three (3) years from the effective date of the Registration Statement, (ii) the date on which all of the Underlying Shares (if any) shall have been sold, or (iii) the first date on which the Subscribers can sell all of their Underlying Shares (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (such period, the “Registration Period”). Subject to receipt from the applicable Subscriber by the Issuer’s and the Issuer’s transfer agent of customary representations and other documentation reasonably acceptable to the Issuer in connection therewith, a Subscriber may request that the Issuer remove any legend from the book entry position evidencing its Underlying Shares and the Issuer will, if required by the Issuer’s transfer agent, use its commercially reasonable efforts to cause an opinion of the Issuer’s counsel be provided, in a form reasonably acceptable to the Issuer’s transfer agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as the Underlying Shares (1) are subject to or have been or may be sold or transferred pursuant to an effective registration statement, (2) have been or may be sold pursuant to Rule 144, or (3) are eligible for resale under Rule 144(b)(1) or any successor provision without the requirement for the Issuer to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Underlying Shares, or another exemption from registration. If restrictive legends are no longer required for the Underlying Shares pursuant to the foregoing, the Issuer shall, in accordance with the provisions of this Section and within five (5) trading days of any request therefor from a Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Issuer’s transfer agent irrevocable instructions to make a new, unlegended entry in book-entry form or by electronic delivery through The Depository Trust Company for such Underlying Shares. The Issuer shall be responsible for the fees of its transfer agent, its legal counsel and all DTC fees associated with such issuance. From and after such time as the filing thereofbenefits of Rule 144 or any other similar rule or regulation of the Commission that may allow a Subscriber to sell securities of the Issuer to the public without registration are available to holders of the Class A Common Shares for so long as such Subscriber holds Underlying Shares, but the Issuer shall, at its expense, make and keep public information available, as those terms are understood and defined in any event no later than thirty (30) calendar days after Rule 144; use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such Registration Statement reports and other documents is required for the applicable provisions of Rule 144 to enable such Subscriber to sell the Underlying Shares (the “Additional Effectiveness Deadline”)if any) under Rule 144 for so long as such Subscriber holds any Convertible Notes; providedand furnish to such Subscriber, that the Additional Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after the filing of promptly upon such Registration Statement if such Registration Statement is reviewed bySubscriber’s reasonable request, and comments thereto are provided from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further, that (i) a written statement by the Issuer, if such day falls on a Saturdaytrue, Sunday or other day that it has complied with the Commission is closed for businessreporting requirements of Rule 144, the Additional Effectiveness Deadline shall be extended to Securities Act, and the next Business Day on which the Commission is open for business and Exchange Act, (ii) if a copy of the Commission is closed for operations due most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information as may be reasonably requested to a government shutdown, the Effectiveness Deadline permit such Subscriber to sell such securities pursuant to Rule 144 without registration. “Underlying Shares” shall be extended deemed to include, as of any date of determination, any equity security issued or issuable with respect to the Underlying Shares (if any) by the same number way of Business Days that the Commission remains closed forshare split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 5.“