Common use of Registration on Request Clause in Contracts

Registration on Request. At any time and from time to time after the date hereof, upon the request of any holder or group of holders holding (x) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request"), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to effect the registration under the Securities Act of (A) the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such request, and (B) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within twenty (20) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, that the Company shall not be required to effect more than one (1) registration pursuant to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lenders, the Company shall have no further obligations hereunder.

Registration on Request. At any time and from time to time after Upon the date hereof, upon the written request of any holder or group holders of holders holding (x) at least a majority fifty-one percent (51%) in the aggregate number of shares of the Preferred Stock and/or shares of Common Stock ("Shares") issued upon conversion of such Preferred Stock (provided that in computing such 51% amount the number of shares of Preferred Stock and Common Stock issued or issuable upon conversion of shall be weighted proportionately taking into account the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of Conversion Ratio with respect to which such shares of Common Stock were issued upon conversion), which request shall state the intended method of disposition by such holder or holders and shall request that the Company effect the registration of all or part of such Shares, or the Shares issuable upon the conversion of such Preferred Stock, or both, under the Company's Convertible NotesSecurities Act of 1933, for a registration of Registrable Securities as amended (a the "Demand RequestAct"), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securitiesoutstanding Preferred Stock and Shares, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to effect the registration under the Securities Act of: (Ai) the Registrable Securities Shares which the Company has been so requested to register in accordance with the Demand Request register, for disposition in accordance with the intended method or methods of disposition stated in such request, and (Bii) all other Registrable Securities which outstanding Shares, or Shares issuable upon the Company has been requested to register by conversion of Preferred Stock, the holders thereof by of which shall have made written request given to the Company within twenty (20) days after the giving of such written notice by the Company (which request shall specify stating the intended method of disposition of such Registrable Securities)securities by such holders) to the Company for registration thereof within thirty (30) days after the receipt of such written notice from the Company, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by the holders of the Registrable Securities Shares so registered and to be registeredmaintain such registration in effect for a period of twenty-four (24) months from the effective date of such registration statement; provided, that the Company shall not be required to register or use its best efforts to effect more than one (1) any registration of Shares under the Act pursuant to this Section 1 (paragraph 6(a) more than once. In the event that, as a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to result of such registration, another person with incidental registration rights granted by the contrary contained hereincompany requests that the Company include securities of such person in such registration, upon such request will not result in a reduction in the effectiveness number of a Registration Statement on Form S-1 or Form S-3 covering all securities of the Registrable Securities held by holder or holders of the Lenders, the Preferred Stock and/or Shares to be included in such registration. The Company shall have no further obligation to register or use its best efforts to effect any registration of Shares under the Act pursuant to this paragraph 6 which would be in conflict with the obligations hereunderof any holder or holders of Preferred Stock and/or Shares under any confidentiality agreement between such holder or holders and the Company entered into in connection with the offering of the Preferred Stock to such holder or holders.

Registration on Request. At any time and from time to time Upon the written request of E-P which can only be made after one year following the date hereofof this Agreement (or, upon if earlier, commencing on the request date the Company calls the Warrants for redemption pursuant to Section 19 of any the Warrants), or the holder or group holders of holders holding (x) at least a majority or more of the number of shares of Common Stock issued or issuable upon conversion of Registrable Securities, that the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of Company effect the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of all or part of such holders' Registrable Securities under the Securities Act in connection with a sale of such shares in the United States and specifying the intended method of disposition thereof (a "Demand Request"including whether or not such disposition is intended to be effected as an underwritten offering), the Company will promptly give written notice of such requested registration to all registered other holders of Registrable Securities, Securities and thereupon the Company, in accordance with the provisions of Section 4 hereof, Company will use its best efforts to effect the registration under the Securities Act of: (Ai) the Registrable Securities which the Company has been so requested to register in accordance with by the Demand Request for disposition in accordance with holder or holders submitting the intended method or methods of disposition stated in such request, and (Bii) all other Registrable Securities which the Company has been requested to register by the holder or holders thereof by written request given to the Company within twenty fifteen (2015) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, that the Company shall not be required to effect more than one (1) registration pursuant to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lenders, the Company shall have no further obligations hereunder.

Registration on Request. At any time (a) Subject to the terms and from time to time after the date conditions hereof, upon the written request by Holders of any holder or group of holders holding (x) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request"), Shares requesting that the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to effect the registration under the Securities Act of (A) of all or part of the Registrable Shares held by such Holders (the “Requesting Shareholder”), the Company shall use its best efforts to effect, at the earliest possible date, the registration, under the Securities Act, of the Registrable Shares which the Company has been so requested to register in accordance with by the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such requestRequesting Shareholder; provided, and that (Bi) all other Registrable Securities which the Company has been shall effect no less than two (2) such registrations requested to register by the holders thereof by written request given to Requesting Shareholder, for which it shall pay all related Registration Expenses, and (ii) the Company within twenty shall effect no less than two (202) days after additional registrations at the giving of Requesting Shareholder’s request in writing, if the Requesting Shareholder has agreed in writing to pay the Registration Expenses for each such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (registration in accordance with the intended methods thereof as aforesaid) excess of the Registrable Securities so two (2) registrations referred to be registeredin Section 2(a)(i); provided, that the Company shall not be required to effect more than one Requesting Shareholder may request a maximum of two (12) registrations in any given calendar year. Each registration requested pursuant to this Section 1 2 shall be (a "Demand Registration"A) during any twelve (12) month period. Notwithstanding anything to effected by the contrary contained herein, upon the effectiveness filing of a Registration Statement registration statement on Form S-1 S-1, Form S-3 or Form S-3 covering all of SB-1 (or any successor or other form which the Company is qualified to use) as shall be selected by the Company and its counsel, (B) if the Company is qualified and if requested or agreed to in writing by the Requesting Shareholder, filed pursuant to Rule 415 under the Securities Act (or equivalent rule then in effect), and (C) if the Registrable Securities held Shares are registered in any jurisdiction outside the United States or are listed on any exchange outside the United States, effected as required by the Lenderslaws and rules of such jurisdiction or exchange, as the case may be. (b) Subject to Sections 2(a)(ii) and 2(c), the Company shall pay all Registration Expenses in connection with each registration of Registrable Shares effected by the Company pursuant to this Section 2. (c) If, at any time after requesting registration pursuant to Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration request, the Requesting Shareholder determines for any reason not to register such Registrable Shares, the Requesting Shareholder shall give written notice of such determination to the Company. Upon receipt of such notice, the Company shall then be relieved of its obligations to register the Registrable Shares in connection with such Requesting Shareholder’s registration request, and the Requesting Shareholder shall pay the Registration Expenses in connection therewith, unless the Requesting Shareholder states in writing that such request shall count as one of the two (2) requests permitted by Section 2(a)(i). Nothing in this Section 2(c) shall preclude the Requesting Shareholder from making another registration request with respect to the Registrable Shares referred to in this Section 2(c). (d) In connection with any request for registration pursuant to Section 2(a)(i), the Company may, within fifteen (15) days after its receipt of such request, request to issue and register securities under the Securities Act for sale for its own account. Thereafter, subject to written approval by the Requesting Shareholder of such issuance and registration, which approval shall not be unreasonably withheld, the provisions of Section 3 shall govern, and the Requesting Shareholder’s registration request under Section 2(a)(i) shall be deemed not to have no further obligations hereunderbeen made. The Requesting Shareholder shall again be entitled to request such registration under Section 2(a)(i), and the Requesting Shareholder’s rescinded request under this Section 2(d) shall not count for the purposes of the Requesting Shareholder’s right to request two (2) registrations by the Company, the Registration Expenses of which shall be borne by the Company as described in Section 2(a)(i). (e) The Requesting Shareholder agrees that, if such Holder wishes to sell Registrable Shares pursuant to a registration statement and related prospectus, it will do so only in accordance with this Section 2 and Section 4(xi). The Requesting Shareholder also agrees to deliver a completed and executed Notice and Questionnaire to the Company at the time registration is requested pursuant to thisSection 2.

Registration on Request. At (a) Subject to Section 5.1(g), at any time and or from time to time on or after the date hereofDecember 31, 1998, upon the written request of any the holder or group holders of holders holding (x) at least a majority of all outstanding Conversion Shares and Warrants (such majority determined, for purposes of this Section 5.1, by calculating the number of shares Conversion Shares for which such Warrants are then exercisable) (the "Initiating Holders"), requesting that the Company effect the registration under the Securities Act of Common Stock issued all or issuable upon conversion part of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of such Initiating Holders' Registrable Securities (a "Demand Request")and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Warrants and Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, Company will use its best efforts to effect the registration under the Securities Act of: (Ai) the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request by such Initiating Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and; (Bii) all other Registrable Securities which the Company has been requested to register by the holders thereof by of which shall have made a written request given to the Company for registration thereof within twenty (20) 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 5.1, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so and the additional shares of Common Stock, if any, to be so registered; provided, provided that the Warrant Securityholders as a class shall be entitled to not more than two registrations upon request pursuant to this Section 5.1. (b) Registrations under this Section 5.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration. The Company agrees to include in any such registration statement all information which holders of Registrable Securities being registered shall reasonably request. (c) The Company will pay all Registration Expenses in connection with the registrations requested pursuant to this Section 5.1, provided that, in addition, the Company shall pay all Registration Expenses in connection with any registration upon request pursuant to which less than 50% of the Registrable Shares requested to be registered by such Initiating Holders are registered, but no such registration shall be counted as a requested registration for purposes of this Section 5.1. (d) A registration requested pursuant to this Section 5.1 shall not be required deemed to effect more have been effected (i) unless a registration statement with respect thereto has become effective; provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed by the Initiating Holders (other than one a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) shall be deemed to have been effected by the Company at the request of the Initiating Holders unless the Initiating Holders shall have elected to pay all Registration Expenses in connection with such registration, (1ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, other than by reason of some act or omission by any Warrantholder or Warrant Securityholder, or (iii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of some act or omission by any Warrantholder or Warrant Securityholder. (e) If a requested registration pursuant to this Section 1 5.1 involves an underwritten offering, the underwriter or underwriters thereof shall be selected by the holders of at least a majority (by a "Demand Registration"number of shares) during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by as to which registration has been requested and shall be reasonably acceptable to the LendersCompany. (f) If a requested registration pursuant to this Section 5.1 involves an underwritten offering, and the managing underwriter shall advise the Company (with a copy of any such notice to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities proposed to be sold for the account of the Company) exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders, (ii) second, all shares proposed to be included by the Company in such registration and (iii) third, all shares other than Registrable Shares (any such shares with respect to any registration, "Other Shares") requested to be included in such registration by the holder or holders thereof. (g) The Company may suspend any registration requested pursuant to this Section 5.1 one time per registration for a single period of up to 90 days upon notice to the Initiating Holders that, in the good faith determination of the Board of Directors of the Company, the registration and sale at such time of the Registrable Securities requested to be so registered would not be in the best interests of the Company. No registration shall have no further obligations hereunderbe requested pursuant to this Section 5.1 during the period from the date of the notice to the Warrant Securityholders pursuant to Section 5.2(a) of the Company's intention to register securities until the expiration of the lockup period specified in Section 5.4(b), or, if earlier, the date of the Company's notice pursuant to the proviso to the second sentence of Section 5.2(a).

Registration on Request. At any time and from time to time after (a) Request. Upon the date hereof, upon the written request of any holder one or group more Initiating Holders, requesting that the Company effect the registration under the Securities Act of holders holding (x) at least a majority all or part of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of such Initiating Holders' Registrable Securities (a "Demand Request")and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of outstanding Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to effect the registration under the Securities Act of (Ai) the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request by such Initiating Holder or Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and (Bii) all other Registrable Securities the Holders of which the Company has been requested to register by the holders thereof by have made written request given requests to the Company for registration thereof within twenty (20) days 20 Business Days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securitiesthereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, provided that (A) the Company shall not be required to effect more than one (1) the registration pursuant to this Section 1 section 9.1 of any Warrants (a "Demand Registration"but shall be required to effect the registration of Registrable Securities described in clauses (b) during and (c) of the definition of Registrable Securities); (B) the Company shall not be required to effect any twelve registration pursuant to this section 9.1 if the aggregate number of Registrable Securities requested to be registered pursuant to this section 9.1 does not equal or exceed the lesser of (12x) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness 40% (by number of a Registration Statement on Form S-1 or Form S-3 covering all shares) of the Registrable Securities held by outstanding on the Lenders, date of this Agreement (such outstanding Registrable Securities to be adjusted from time to time to reflect the Company shall have no further obligations hereunder.issuance of

Registration on Request. At any time and from time to time after the date hereof, upon the request (a) Request by Holders of any holder Warrants or group Registrable Securities. The holders of holders holding 51% (x) at least a majority of the by number of shares of Common Stock issued or issuable upon conversion and shares then purchasable by exercise of the Company's Series A Preferred Stock Warrants) or more of the then outstanding Registrable Securities and Warrants (the "SecuritiesMAJORITY HOLDERS") and/or (y) may, at least a majority any time, request in writing that the Company effect the registration under the Securities Act of all or part of such holders' Registrable Securities. Such request shall specify the number intended method of shares of Common Stock issued disposition thereof and whether or issuable upon conversion of the Company's Convertible Notes, for a not such requested registration of Registrable Securities (a "Demand Request")is to be an underwritten offering. Promptly after receiving such request, the Company will promptly give written notice of such requested registration to all registered other holders of Warrants or Registrable SecuritiesSecurities and, so long as the aggregate number of Registrable Securities requested to be so registered under (i) and (ii) below equals at least 880,000 shares (as adjusted to reflect any stock splits, stock dividends, combinations of common stock, reclassifications and comparable transactions occurring after November 18, 1996), thereupon the Company, in accordance with the provisions of Section 4 hereof, Company will use its best efforts to effect the registration under the Securities Act of: (Ai) the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request for disposition in accordance with the intended method or methods of disposition stated in by such holders initiating such request, and (Bii) all other Registrable Securities which the Company has been requested to register by the such other holders thereof of Warrants or Registrable Securities by written request given to the Company within twenty (20) 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, that the Company . The holders of Warrants or Registrable Securities shall not be required entitled to effect more than only one (1) requested registration pursuant to this Section 1 2.1 (a "Demand Registration"unless such requested registration is deemed not to have been effected as described in Section 2.1(e) during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lenders, the Company shall have no further obligations hereunderhereof).

Registration on Request. At any time and from time to time during the Registration Period, ----------------------- after the date hereofCompany shall have filed an Initial Registration Statement, and provided the Investors shall have sold pursuant to the Initial Registration Statement at least such number of the IPO Shares as does not exceed the Underwriter's Limitation with respect to the Initial Registration Statement, upon the written request of any holder one or group of holders holding (x) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request"), more Initiating Investors requesting that the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to effect the registration under the Securities Act of of Registrable Stock consisting of (Aor corresponding to) not less than 500,000 common shares (or all of the common shares, if the total number of common shares is less than 500,000) and specifying the intended method or methods of disposition thereof, the Company will thereupon promptly (but in any event within 120 days after it receives such written request) prepare and file a Registration Statement with respect to the Registrable Securities Stock which the Company has been so requested to register in accordance with the Demand Request register, for disposition in accordance with the intended method or methods of disposition stated in such written request, and (B) all other Registrable Securities which and the Company has been requested will thereafter use all reasonable efforts to register by the holders thereof by written request given cause such Registration Statement to the Company become effective within twenty (20) 180 days after the giving of date on which it receives such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registeredrequest; provided, however, that the Company shall not be required to effect more than ----------------- one (1) registration pursuant to this Section 1 (a "Demand Registration") during 2.2. In the event that any twelve (12) month period. Notwithstanding anything offering pursuant to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all filed under this Section 2.2 is to be an underwritten offering, the Initiating Investor(s) shall have the right to select the underwriter for such offering, subject to the approval of the Registrable Securities held Company which shall not be unreasonably withheld. Notwithstanding the foregoing, if, on the date of receipt by the LendersCompany of a written request under this Section 2.2, the Company has given a Company's Notice (as defined in Section 2.3) with respect to a registration statement under the Securities Act (other than a registration relating either to (i) a dividend reinvestment, employee stock option, stock purchase or similar plan, (ii) a transaction pursuant to Rule 145 under the Securities Act, or (iii) a merger, consolidation or reorganization), the Company may defer the filing of any such Registration Statement requested pursuant to this Section 2.2 to a date not later than 120 days after the effective date of such prior registration statement and will use all reasonable efforts to cause such requested Registration Statement to become effective within 180 days after the effective date of such prior registration statement. The Company shall have no further obligations hereundernot register any shares of Common Stock pursuant to any registration statement filed pursuant to this Section 2.2, other than any Registrable Stock covered by any request for registration pursuant to this Section 2.2, without the written consent of the Initiating Investors, provided, --------- however, that the Company shall be entitled to include shares to be sold for its ------- own account in any such Registration Statement to the extent that such shares, when aggregated with the shares to be sold by the Initiating Investors, do not exceed the Underwriter's Limitation with respect to such Offering.

Registration on Request. At any time and from (a) From time to time after the date hereofInitial Registration Date, upon the written request of any holder the Requisite Holders that the Company effect the registration under the Securities Act of all or group a portion (but not less than $1,000,000 in aggregate offering price) of holders holding (x) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of such holders' Registrable Securities (a "Demand Request")and specifying the intended method of disposition thereof and whether or not such requested registration is to be an underwritten offering, the parties hereto agree as follows: (i) The Company will promptly give written notice of such requested registration to all registered other holders of Registrable Securities, if any; (ii) Promptly after the performance of any obligations imposed under clause (i) of this Section 2.1(a), and thereupon subject to the Companylimitations set forth in subsection (e) of this Section 2.1, in accordance with the provisions of Section 4 hereof, Company will use its best efforts to effect the registration under the Securities Act of (A) of the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such request, and (B) all other Registrable Securities which that the Company has been requested to register by the Requisite Holders and the other holders thereof of Registrable Securities by written request given to the Company within twenty thirty (2030) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; providedNotwithstanding anything to the contrary set forth in this Section 2.1(a), that the Company shall not be required obligated to take any action to notify holders or to effect more than one (1) any registration or qualification pursuant to this Section 1 (a "Demand Registration"2.1(a) during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lenders, if the Company shall have no further obligations hereunderfurnished to the holders requesting registration a certificate signed by both the President and the Chief Financial Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company (with a brief explanation for the basis for such conclusion) for a registration statement to be filed within the ninety (90) day period following receipt of the request for registration and that it is therefore essential and in the best interests of the Company and its shareholders to defer the filing of such registration statement, provided that such filing shall not be deferred beyond the earlier to occur of ninety (90) days after receipt of the request notice or the discontinuance of the perceived detriment to the Company.

Registration on Request. At any time and from time to time after (a) Request. Upon the date hereof, upon the written request of any holder one or group more Initiating Holders, requesting that the Company effect the registration under the Securities Act of holders holding (x) at least a majority all or part of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of such Initiating Holders' Registrable Securities (a "Demand Request")and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of outstanding Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to effect the registration under the Securities Act of (Ai) the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request by such Initiating Holder or Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and (Bii) all other Registrable Securities the Holders of which the Company has been requested to register by the holders thereof by have made written request given requests to the Company for registration thereof within twenty (20) days 20 Business Days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securitiesthereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; providedprovided that (A) the Company shall not be required to effect the registration pursuant to this section 9.1 of any Warrants (but shall be required to effect the registration of Registrable Securities described in clauses (b) and (c) of the definition of Registrable Securities); (B) the Company shall not be required to effect any registration pursuant to this section 9.1 if the aggregate number of Registrable Securities requested to be registered pursuant to this section 9.1 does not equal or exceed the lesser of (x) 40% (by number of shares) of the Registrable Securities outstanding on the date of this Agreement (such outstanding Registrable Securities to be adjusted from time to time to reflect the issuance of additional shares of Common Stock by way of stock dividend or stock split or in connection with a combination of shares, that recapitalization, merger, consolidation or other reorganization or otherwise by multiplying such number, as the same may have been previously adjusted, by the percentage by which the number of outstanding shares of Registrable Securities shall have increased or decreased as a result of such stock dividend, stock split, combination of shares, recapitalization, merger or consolidation or other reorganization) and (y) the amount of Registrable Securities outstanding on the date of such request; (C) the Company shall not be required to effect more than one two registrations pursuant to this section 9.1; and (1D) the Company shall not be required to effect any registration pursuant to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything section 9.1 if within the 45-day period prior to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all date of the written request of any Initiating Holder a registration statement in connection with a Public Offering shall have become effective under the Securities Act. If the Board of Directors of the Company shall determine in its good faith judgment that registration of Registrable Securities held by pursuant hereto would be detrimental to the Lendersbest interests of the Company and its shareholders, the Company shall have no further obligations hereundermay delay proceeding with such registration for a period not exceeding 90 days after its receipt of a request therefor. Subject to subdivision (f), the Company may include in such registration other securities for sale for its own account or for the account of any other Person.

Registration on Request. (a) At any time and from time following the expiration of the IPO Lock-Up Period, the Initiating Shareholder may make by written notice a request that the Company effect the registration under the Act of all or part of such Initiating Shareholder's Registrable Stock, specifying the intended method or methods of disposition thereof; PROVIDED that the Initiating Shareholder is entitled to time after the date hereof, upon an aggregate of four such registrations pursuant to this Section 4(a). (b) Upon receipt of the request of any holder or group of holders holding (x) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request"Initiating Shareholder under Section 4(a), the Company will promptly shall give written notice of such the requested registration within 15 days of receipt of such request to all registered holders Holders of Registrable Securities, Stock and thereupon the Company, in accordance with the provisions of Section 4 hereof, will shall use its best commercially reasonable efforts to effect the registration under the Securities Act of: (Ai) the Registrable Securities which Stock that the Company has been so requested to register in accordance with by the Demand Request Initiating Shareholder, for disposition in accordance with the intended method or methods of disposition stated in such request, ; and (Bii) all other Registrable Securities which Stock that the Company has been requested to register by the holders Holders thereof by written request given delivered to the Company within twenty (20) 15 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition of such Registrable SecuritiesStock), ; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Stock so to be registered; provided, PROVIDED that if the Initiating Shareholder shall determine that the number of shares of Common Stock to be included in such registration should be limited due to market conditions or otherwise, the Company shall not include in such registration the number of shares of Common Stock which the Company is so advised by the Initiating Shareholder can be required sold in such offering allocated FIRST PRO RATA among the shares of Registrable Stock requested to effect more than one be registered by the Initiating Shareholder, and the shares of Registrable Stock held by Holders requesting pursuant to Section 4(b)(ii) that such shares be included in such registration and SECOND, if and to the extent additional shares may be included, PRO RATA among the Company and any other holders of shares of Common Stock, in each case such allocation to be made on the basis of the number of shares requested to be included in such registration by such holders and the Company. (1c) Each registration requested pursuant to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to 4 shall be effected by the contrary contained herein, upon the effectiveness filing of a Registration Statement registration statement on Form S-1 or Form S-3 covering all of the Registrable Securities held applicable form agreed to in writing by the Lenders, the Company shall have no further obligations hereunderInitiating Shareholder.

Registration on Request. At any time and from time to time after the date hereof, upon the request of any holder or group of holders holding (x) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request"), the Company will promptly give Upon written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to Holder requesting that SOCO effect the registration under the Securities Act of of 1933, as amended (A) the "Securities Act"), of all or part of the shares of Registrable Securities Stock, which notice shall specify the Company has been so requested to register in accordance intended method or methods of disposition of such Registrable Stock, SOCO will file a registration statement with the Demand Request Securities and Exchange Commission ("SEC") (at the earliest possible date and, except as provided herein, no later than 30 days following receipt of such notice) and use its reasonable best efforts to effect the registration, under the Securities Act, of such Registrable Stock for disposition in accordance with the intended method or methods of disposition stated in such request, andprovided that: (B1) all other Registrable Securities which the Company has been requested if, upon receipt of a registration request pursuant to register this Section 2.01, SOCO is advised in writing (with a copy to Holder) by a recognized independent investment banking firm selected by the holders thereof Board of Directors of SOCO that, in such firm's opinion, a registration at the time and on the terms requested would adversely affect any public offering of securities by written request given SOCO (other than in connection with employee benefit and similar plans) (a "Public Offering") for which a registration statement had been filed by SOCO prior to the Company within twenty (20) days after the giving of receiving such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities)registration request, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, that the Company SOCO shall not be required to effect more than one (1) a registration pursuant to this Section 1 2 until the earlier of (i) three months after the completion of such Public Offering, (ii) the termination of any "black out" period required by the underwriters, if any, to be applicable to such Holder in connection with such Public Offering, (iii) promptly after abandonment of such Public Offering or (iv) 135 days after the date of written notice of Holder requesting registration; and (2) if a "Demand Registration"registration request is made while a merger, consolidation, acquisition, disposition or other material development involving SOCO is pending, and the general counsel of SOCO determines in writing that the filing of a registration statement would require the disclosure of information that is material to such transaction or material development which SOCO has a bona fide business purpose for preserving as confidential, and SOCO promptly provides Holder a copy of such determination, SOCO shall not be required to effect a registration pursuant to this Section 2.02 until the earlier of (i) during any twelve (12) month period. Notwithstanding anything the date upon which such material information is disclosed to the contrary contained herein, upon public or ceases to be material or (ii) 135 days after the effectiveness date of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held written notice by the Lenders, the Company shall have no further obligations hereunderHolder requesting registration.

Registration on Request. (a) Request by the Demand Party. At any time and from time to time after the date hereoftime, upon the written request of any holder the Demand Party requesting that the Company effect the registration under the Securities Act of all or group part of holders holding (x) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Companysuch Demand Party's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request")and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders other Holders of such Registrable Securities, and thereupon the Companywill, in accordance with the provisions of Section 4 hereofas expeditiously as possible, will use its best efforts to effect the registration under the Securities Act of: (Ai) the such Registrable Securities (including, if such request relates to a security which is convertible into shares of Common Stock, the shares of Common Stock issuable upon such conversion) which the Company has been so requested to register in accordance with by the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such request, Party; and (Bii) all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by the holders any other Holder thereof by written request given to the Company within twenty (20) 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent requisite necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Registrable Securities so to be registered; provided, that with respect to any Demand Party other than a Common Stock Partnership or NXS LLC, the Company shall not be required obligated to effect more than one (1) any registration pursuant to of Registrable Securities under this Section 1 (a "3(a) unless such Demand Registration") during any twelve (12) month period. Notwithstanding anything to Party requests that the contrary contained hereinCompany register at least 1% of the total number of Registrable Securities; and provided, upon the effectiveness further, that, unless Holders of a Registration Statement majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-1 S-3 (or Form S-3 covering all any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if with respect thereto the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities held by to be registered agree to pay the Lenders, expenses of the Company shall have no further obligations hereunder.in connection with such an audit other than the regular audit). Nothing in this

Registration on Request. (a) At any time and or from time to time after the date three (3) months from the date hereof, upon the written request of any the holder or group holders of holders holding (x) at least a majority of the number Holdings Conversion Shares and Holdings Warrants outstanding at the time of shares such request (such majority determined, for purposes of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of this Section 3.1, by calculating the number of shares of Common Stock issued or issuable upon conversion of Holdings Conversion Shares for which such Holdings Warrants are then exercisable) (the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand RequestInitiating Holders"), requesting that Holdings effect the Company registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities and specifying the intended method of disposition thereof, Holdings will promptly give written notice of such requested registration to all registered holders of Holdings Warrants and Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, Holdings will use its best efforts to effect the registration under the Securities Act of: (Ai) the Registrable Securities which the Company Holdings has been so requested to register in accordance with the Demand Request by such Initiating Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and; (Bii) all other Registrable Securities which the Company has been requested to register by the holders thereof by of which shall have made a written request given to the Company Holdings for registration thereof within twenty (20) 30 days after the giving of such written notice by the Company Holdings (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Holdings Common Stock which Holdings may elect to register in connection with the offering of Registrable Securities pursuant to this Section 3.1, whether for its own account or for the account of a holder of Holdings Common Stock; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, that the Company shall not be required to effect more than one (1) registration pursuant to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lenders, the Company shall have no further obligations hereunder.the

Registration on Request. (a) At any time and from time to time after the date hereofhereof (the "Registration Date"), upon the written request of any holder Holder or group Holders holding an aggregate of holders holding (x) at least a majority of the number of 500,000 shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock 200,000 Warrants ("Securities") and/or (y) at least a majority of the number of 500,000 shares of Common Stock issued or issuable upon conversion 200,000 Warrants being hereinafter referred to as "Minimum Securities"), that the Company effect the registration under the Securities Act of all or part of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request")held by such Holder or Holders, and specifying the intended method or methods of disposition of such Registrable Securities, the Company will promptly give written notice of such requested registration by registered mail to all registered holders Holders; provided, however, that the number of Registrable SecuritiesMinimum Securities shall be increased or decreased, and thereupon proportionately, if the CompanyCompany shall (x) subdivide the number of outstanding shares of Common Stock or Warrants into a greater number of shares or warrants, in accordance with or (y) if the provisions Company shall reduce the number of Section 4 hereofoutstanding shares of Common Stock or Warrants by combining such number into a small number of shares or warrants. Thereupon, the Company will use its best efforts to effect (at the registration earliest possible date and if possible within 60 days after the giving of such written notice by the Company) the registration, under the Securities Act Act, of: (Ai) the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request by such Holder or Holders, for disposition in accordance with the intended method or methods of disposition stated in such request, and (Bii) all other Registrable Securities which the Company has been requested to register by the holders thereof a Holder or Holders by written request given delivered to the Company within twenty (20) 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) aforesaid of the Registrable Securities Common stock so to be registered; , provided, however, that the Company shall not be required under this Section 2.1 to effect more than one an Underwritten Offering. (1b) registration The Company will pay all Registration Expenses in connection with all demand registrations of Registrable Securities effected by the Company pursuant to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lenders, the Company shall have no further obligations hereunder2.1.

Registration on Request. At any time and from time to time after Upon the date hereof, upon the written request of any holder or group holders of holders holding (x) at least a majority fifty-one percent (51%) in the aggregate principal amount of the number Debentures and/or fifty-one percent (51%) of the shares of Common Stock, Senior Convertible Preferred Stock issued or issuable upon conversion of the Company's and/or Series A D Convertible Preferred Stock ("SecuritiesShares") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of such Debentures, which request shall state the Company's Convertible Notes, for a intended method of disposition by such holder or holders and shall request that the Company effect the registration of Registrable all or part of such Shares, or the Shares issuable upon the conversion of such Debentures, or both, under the Securities Act of 1933, as amended (a the "Demand RequestAct"), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securitiesoutstanding Debentures and Shares, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to effect the registration under the Securities Act of: (Aa) the Registrable Securities Shares which the Company has been so requested to register in accordance with the Demand Request register, for disposition in accordance with the intended method or methods of disposition stated in such request, and (Bb) all other Registrable Securities which outstanding Shares, or Shares issuable upon the Company has been requested to register by conversion of Debentures, the holders thereof by of which shall have made written request given to the Company within twenty (20) days after the giving of such written notice by the Company (which request shall specify stating the intended method of disposition of such Registrable Securities)securities by such holders) to the Company for registration thereof within thirty (30) days after the receipt of such written notice from the Company, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by the holders of the Registrable Securities Shares so registered and to be registeredmaintain such registration in effect for a period of twenty-four (24) months; provided, that the Company shall not be required to register or use its best efforts to effect more than one (1) any registration of Shares under the Act pursuant to this Section 1 (11.01 more than once. In the event that, as a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to result of such registration, another person with incidental registration rights granted by the contrary contained hereinCompany requests that the Company include securities of such person in such registration, upon such request will not result in a reduction in the effectiveness number of a Registration Statement on Form S-1 or Form S-3 covering all securities of the Registrable Securities held by holder or holders of the Lenders, the Debentures and/or Shares to be included in such registration. The Company shall have no further obligation to register or use its best efforts to effect any registration of Shares under the Act pursuant to this Article XI which would be in conflict with the obligations hereunderof any holder or holders of Debentures and/or Shares under any confidentiality agreement between such holder or holders and the Company entered into in connection with the offering of the Debentures to such holder or holders.

Registration on Request. At any time and from time to time after Upon the date hereof, upon the written request of any holder or group holders of holders holding (x) at least a majority fifty-one percent (51%) in the aggregate number of shares of the Preferred Stock and/or shares of Common Stock ("Shares") issued upon conversion of such Preferred Stock (provided that in computing such 51% amount the number of shares of Preferred Stock and Common Stock issued or issuable upon conversion of shall be weighted proportionately taking into account the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of Conversion Ratio with respect to which such shares of Common Stock were issued upon conversion), which request shall state the intended method of disposition by such holder or holders and shall request that the Company effect the registration of all or part of such Shares, or the Shares issuable upon the conversion of such Preferred Stock, or both, under the Company's Convertible NotesSecurities Act of 1933, for a registration of Registrable Securities as amended (a the "Demand RequestAct"), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securitiesoutstanding Preferred Stock and Shares, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to effect the registration under the Securities Act of: (Ai) the Registrable Securities Shares which the Company has been so requested to register in accordance with the Demand Request register, for disposition in accordance with the intended method or methods of disposition stated in such request, and (Bii) all other Registrable Securities which outstanding Shares, or Shares issuable upon the Company has been requested to register by conversion of Preferred Stock, the holders thereof by of which shall have made written request given to the Company within twenty (20) days after the giving of such written notice by the Company (which request shall specify stating the intended method of disposition of such Registrable Securities)securities by such holders) to the Company for registration thereof within thirty (30) days after the receipt of such written notice from the Company, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by the holders of the Registrable Securities Shares so registered and to be registeredmaintain such registration in effect for a period of twenty-four (24) months from the effective date of such registration statement; provided, that the Company shall not be required to register or use its best efforts to effect more than one (1) any registration of Shares under the Act pursuant to this Section 1 (paragraph 6(a) more than once. In the event that, as a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to result of such registration, another person with incidental registration rights granted by the contrary contained hereincompany requests that the Company include securities of such person in such registration, upon such request will not result in a reduction in the effectiveness number of a Registration Statement on Form S-1 or Form S-3 covering all securities of the Registrable Securities held by holder or holders of the Lenders, the Preferred Stock and/or Shares to be included in such registration. The Company shall have no further obligation to register or use its best efforts to effect any registration of Shares under the Act pursuant to this paragraph 6 which would be in conflict with the obligations hereunderof any holder or holders of Preferred Stock and/or Shares under any confidentiality 66 agreement between such holder or holders and the Company entered into in connection with the offering of the Preferred Stock to such holder or holders.

Registration on Request. (i) At any time and or from time to time after following the date hereof, upon the written request of any registered holder or group holders of holders holding Registerable Securities (x) at least a majority such holder or holders, the “Demand Party”), requesting that the Company effect the registration under the Securities Act of the number all or part of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of such Demand Party’s Registrable Securities (a "Demand Request")and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable SecuritiesRegisterable Securities other than the Demand Party, and thereupon the Companywill, in accordance with the provisions of Section 4 hereofas expeditiously as possible, will use its best efforts to effect the registration under the Securities Act of of (A) the Registrable Securities which the Company has been so requested to register in accordance with by the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such request, and Party and (B) all other Registrable Securities of the same class or series as are to be registered at the request of the Demand Party and which the Company has been requested to register by the holders any other registered holder thereof by written request given to the Company within twenty fifteen (2015) days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent requisite necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Registrable Securities so to be registered; provided, provided that the Company shall not be required to effect more than one (1any registration to be effected pursuant to this paragraph 7(c) unless at least 10% of the Registrable Securities outstanding at the time of such request is to be included in such registration; and provided, further, that if the Company shall have previously effected a registration pursuant to this Section 1 paragraph 7(c) or paragraph 7(d) (with respect to all such Registrable Securities) or shall have previously effected a "Demand Registration") during any twelve (12) month period. Notwithstanding anything registration of which notice has been given to the contrary contained hereinHolders pursuant to paragraph 7(b) hereof, upon the effectiveness Company shall not be required to effect any registration pursuant to this paragraph 7(c) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective. (ii) The Company shall select the registration statement form for any registration pursuant to this paragraph 7(c); provided that if any registration requested pursuant to this paragraph 7(c) that is proposed by the Company to be effected by the filing of a Registration Statement registration statement on Form S-1 S-3 (or Form S-3 covering any successor or similar short-form registration statement) is in connection with an underwritten public offering, and if the managing underwriter advises the Company in writing that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering, then such registration shall be effected on such other form. (iii) The Company will pay all registration expenses in connection with registrations of each class or series of Registrable Securities pursuant to this paragraph 7(c). (iv) A registration requested pursuant to this paragraph 7(c) will not be deemed to have been effected unless it has become effective and all of the Registrable Securities registered thereunder have been sold. (v) If a requested registration pursuant to this paragraph 7(c) involves an underwritten offering, the investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the registered holders of a majority of the Registrable Securities that the Company has been requested to register; provided that if one or more Initial Holders is a Demand Party, then such Initial Holder(s) shall select the investment banker(s), underwriter(s) and manager(s) for such registration; and provided further that such investment banker(s), underwriter(s) and manager(s) shall in any case be reasonably satisfactory to the Company. (vi) If a requested registration pursuant to this paragraph 7(c) involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the registered holders of Registerable Securities (an “Adverse Effect”), then the Company shall include in such registration (i) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other registered holders of Registrable Securities pursuant to this paragraph 7(c) (to the extent that the managing underwriter, if applicable, believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided that if they cannot and the Demand Party does not exercise its right set forth in the next sentence of this clause (vi), such lesser number of Registrable Securities the managing underwriter believes can be sold in the offering without having an Adverse Effect allocated pro rata among the Demand Party and all requesting other registered holders of Registerable Securities on the basis of the amount of Registrable Securities requested to be included in such registration (provided that any such amount thereby allocated to any such Demand Party or registered holder of Registerable Securities that exceeds its request shall be reallocated among the remaining Demand Party and requesting registered holders of Registerable Securities in a like manner)), (ii) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of equity securities of the Company that the Company intends to sell for its own account, and (iii) third, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities then held by each such Other Holder (provided that any such amount thereby allocated to any such Other Holder that exceeds such Other Holder’s request shall be reallocated among the Lendersremaining requesting Other Holders in a like manner). If the managing underwriter of any underwritten offering shall advise the registered holders of Registerable Securities participating in a registration pursuant to this paragraph 7(c) that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement. (vii) Notwithstanding paragraph 7(c)(vi), (x) if the Board determines, in its good faith judgment, that the registration and offering otherwise required by this paragraph 7(c) would have an Adverse Effect on a then-contemplated public offering of the Company’s equity securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this paragraph 7(c), during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 days following the effective date of, the registration statement relating to such other public offering and (y) if the Company shall furnish to the registered holders of Registerable Securities a certificate signed by its chairman of the Board, chief executive officer, president or any other of its authorized officers stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, after consultation with its outside securities counsel, materially and adversely affect the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this paragraph 7(c) until the earlier of (A) 90 days from the date of such certificate or (B) the date on which such certificate ceases to be accurate; provided that the Company shall at all times in good faith use its best efforts to cause any registration statement required by this paragraph 7(c) to be filed as soon as possible and; provided further that, the Company shall not be permitted to postpone registration pursuant to this paragraph 7(c)(vii) more than once in any 180-day period. The Company shall promptly give the registered holders of Registerable Securities requesting registration thereof pursuant to this paragraph 7(c) written notice of any postponement made in accordance with the preceding sentence. If the Company gives the registered holders of Registerable Securities such a notice, the registered holders of Registerable Securities shall have no further obligations hereunderthe right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this paragraph 7(c).

Registration on Request. (a) At any time and from time to time after April 1, 2005 or the date hereofoccurrence of a Change of Control (as such term is defined in the Purchase Agreement), upon the written request of any holder SBM requesting that the Company effect the registration under the Securities Act of 1933 (the “Securities Act”) of all or group of holders holding (x) at least a majority part of the number Registerable Shares and specifying the intended method of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request")disposition thereof, the Company will promptly give written notice will, subject to the terms of such requested registration to all registered holders of Registrable Securitiesthis Agreement, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of: (Ai) the Registrable Securities Registerable Shares which the Company has been so requested to register in accordance with the Demand Request by SBM for disposition in accordance with the intended method or methods of disposition stated in such request, ; and (Bii) all other Registrable Securities shares of Common Stock which the Company has been requested may elect to register by in connection with the holders thereof by written request given offering of Registerable Shares pursuant to the Company within twenty (20) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all this section 2.1; each to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaidthereof) of the Registrable Securities so to be registeredRegisterable Shares; provided, however, that, subject to Section 2.1(e), such a request may not be made more than once; and further provided, that the Company a request shall not be required deemed made (i) unless a registration statement with respect thereto has become effective, provided that a registration statement which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to effect more proceed of SBM (other than one a refusal to proceed based upon (1i) registration pursuant a material adverse change in general market conditions or in the Company’s business of which SBM was not aware at the time of the request or (ii) the advice of counsel relating to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything matter with respect to the contrary contained hereinCompany) shall be deemed to have become effective, upon the effectiveness of a Registration Statement on Form S-1 (ii) if, after it has become effective, such registration becomes subject to any stop order, injunction or Form S-3 covering all other order or requirement of the Registrable Securities held SEC or other governmental agency or court for any reason, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than primarily by the Lenders, the Company shall have no further obligations hereunderreason of an act or omission by SBM.

Registration on Request. At (a) Request. Upon the written request, made at any time and from time to time after during the period commencing on the first anniversary of the date hereof, upon and continuing throughout the request Registration Period, of any the holder or group holders of holders holding (x) at least a majority not less than 50 percent of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request"), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon that the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to Company effect the registration under the Securities Act ofof all or part of such holders' Registrable Securities (provided that the Registrable Securities so requested to be registered represent not less than 50 percent of the Registrable Securities), and specifying the intended method of disposition thereof (including (Ai) the Registrable Securities which the Company has been so requested to register in accordance with by the Demand Request for disposition in accordance with holder or holders submitting the intended method or methods of disposition stated in such request, and (Bii) all other Registrable Securities which the Company has been requested to register by the holder or holders thereof by written request given to the Company within twenty (20) 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, . If any holder or holders of Registrable Securities requesting registration under this Section 2.2(a) shall specify that the intended method of disposition is to be an underwritten offering, such holder or holders shall consult with the Company concerning the feasibility of effecting such disposition as an underwritten offering. The Company shall not be required use its best efforts to effect more than one (1) registration pursuant to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to the contrary contained hereinsuch disposition as an underwritten offering unless, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lendersafter such consultation, the Company and such holder or holders shall have no further obligations hereunderagree not to pursue such method of disposition.

Registration on Request. At any time and from (a) From time to time after six (6) months from the date hereofof the closing of the Combination, upon the written request of any holder or group the Requisite Threshold that the Company effect the registration under the Securities Act of holders holding (x) at least a majority twenty-five percent (25%) of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities held by the requesting party or parties and specifying the intended method of disposition thereof and whether or not such requested registration is to be an underwritten offering, the parties hereto agree as follows: (a "Demand Request"), i) the Company will promptly give written notice of such requested registration to all registered other holders of Registrable Securities, if any; and (ii) promptly after the performance of any obligations imposed under clause (i) of this Section 2.1(a), and thereupon subject to the Companylimitations set forth in Section 2.1(c) and Section 3, in accordance with the provisions of Section 4 hereof, Company will use its best efforts Best Efforts to effect the registration under the Securities Act of (A) of the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such request, and (B) all other Registrable Securities which that the Company has been requested to register by the Requisite Threshold and the other holders thereof of Registrable Securities by written request given to the Company within twenty thirty (2030) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities)) and to qualify the securities subject to such registration under the securities laws of such states as the Requisite Threshold shall reasonably request, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, that registered and cause such registration to remain effective for a period of not less than one hundred eighty (180) days following its effective date or such shorter period as shall terminate (A) when all Registrable Securities covered by such registration statement have been sold or (B) fourteen (14) months from the date of the closing of the Combination. The Company shall not be required to effect more than one (1) qualify the securities subject to such registration pursuant to this Section 1 (in any jurisdiction where, as a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lendersresult thereof, the Company shall have no further obligations hereunderwould become subject to general service of process or to taxation or to qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such qualification.

Registration on Request. At (a) Subject to Section 5.1(g), at any time and or from time to time on or after the date hereofJanuary 1, 1998, upon the written request of any the holder or group holders of holders holding (x) at least a majority of all outstanding Conversion Shares and Warrants (such majority determined, for purposes of this Section 5.1, by calculating the number of shares Conversion Shares for which such Warrants are then exercisable) (the "Initiating Holders"), requesting that the Company effect the registration under the Securities Act of Common Stock issued all or issuable upon conversion part of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of such Initiating Holders' Registrable Securities (a "Demand Request")and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Warrants and Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, Company will use its best efforts to effect the registration under the Securities Act of: (Ai) the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request by such Initiating Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and; (Bii) all other Registrable Securities which the Company has been requested to register by the holders thereof by of which shall have made a written request given to the Company for registration thereof within twenty (20) 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 5.1, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so and the additional shares of Common Stock, if any, to be so registered; provided, provided that the Warrant Securityholders as a class shall be entitled to not more than two registrations upon request pursuant to this Section 5.1. (b) Registrations under this Section 5.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration. The Company agrees to include in any such registration statement all information which holders of Registrable Securities being registered shall reasonably request. (c) The Company will pay all Registration Expenses in connection with the registrations requested pursuant to this Section 5.1, provided that, in addition, the Company shall pay all Registration Expenses in connection with any registration upon request pursuant to which less than 50% of the Registrable Shares requested to be registered by such Initiating Holders are registered, but no such registration shall be counted as a requested registration for purposes of this Section 5.1. (d) A registration requested pursuant to this Section 5.1 shall not be required deemed to effect more have been effected (i) unless a registration statement with respect thereto has become effective; provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed by the Initiating Holders (other than one a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) shall be deemed to have been effected by the Company at the request of the Initiating Holders unless the Initiating Holders shall have elected to pay all Registration Expenses in connection with such registration, (1ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, other than by reason of some act or omission by any Warrantholder or Warrant Securityholder, or (iii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of some act or omission by any Warrantholder or Warrant Securityholder. (e) If a requested registration pursuant to this Section 1 5.1 involves an underwritten offering, the underwriter or underwriters thereof shall be selected by the holders of at least a majority (by a "Demand Registration"number of shares) during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by as to which registration has been requested and shall be reasonably acceptable to the LendersCompany. (f) If a requested registration pursuant to this Section 5.1 involves an underwritten offering, and the managing underwriter shall advise the Company (with a copy of any such notice to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities proposed to be sold for the account of the Company) exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders, (ii) second, all shares proposed to be included by the Company in such registration and (iii) third, all shares other than Registrable Shares (any such shares with respect to any registration, "Other Shares") requested to be included in such registration by the holder or holders thereof. (g) The Company may suspend any registration requested pursuant to this Section 5.1 one time per registration for a single period of up to 90 days upon notice to the Initiating Holders that, in the good faith determination of the Board of Directors of the Company, the registration and sale at such time of the Registrable Securities requested to be so registered would not be in the best interests of the Company. No registration shall have no further obligations hereunderbe requested pursuant to this Section 5.1 during the period from the date of the notice to the Warrant Securityholders pursuant to Section 5.2(a) of the Company's intention to register securities until the expiration of the lockup period specified in Section 5.4(b), or, if earlier, the date of the Company's notice pursuant to the proviso to the second sentence of Section 5.2(a).

Registration on Request. (a) At any time and from time to time after the date hereofhereof (the "Registration Date"), upon the written request of any holder Holder or group Holders holding an aggregate of holders holding (x) at least a majority of the number of 625,000 shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock 500,000 Warrants ("Securities") and/or (y) at least a majority of the number of 625,000 shares of Common Stock issued or issuable upon conversion 500,000 Warrants being hereinafter referred to as "Minimum Securities"), that the Company effect the registration under the Securities Act of all or part of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request")held by such Holder or Holders, and specifying the intended method or methods of disposition of such Registrable Securities, the Company will promptly give written notice of such requested registration by registered mail to all registered holders Holders; provided, however, that the number of Registrable SecuritiesMinimum Securities shall be increased or decreased, and thereupon proportionately, if the CompanyCompany shall (x) subdivide the number of outstanding shares of Common Stock or Warrants into a greater number of shares or warrants, in accordance with or (y) if the provisions Company shall reduce the number of Section 4 hereofoutstanding shares of Common Stock or Warrants by combining such number into a small number of shares or warrants. Thereupon, the Company will use its best efforts to effect (at the registration earliest possible date and if possible within 60 days after the giving of such written notice by the Company) the registration, under the Securities Act Act, of: (Ai) the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request by such Holder or Holders, for disposition in accordance with the intended method or methods of disposition stated in such request, and (Bii) all other Registrable Securities which the Company has been requested to register by the holders thereof a Holder or Holders by written request given delivered to the Company within twenty (20) 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) aforesaid of the Registrable Securities Common stock so to be registered; , provided, however, that the Company shall not be required under this Section 2.1 to effect more than one (1) registration pursuant to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lenders, the Company shall have no further obligations hereunderan Underwritten Offering.

Registration on Request. (i) At any time and or from time to time after following the date hereof, upon the written request of any registered holder or group holders of holders holding Registerable Securities (x) at least a majority collectively, the “Demand Party”), requesting that the Company effect the registration under the Securities Act of the number all or part of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of such Demand Party’s Registrable Securities (a "Demand Request")and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable SecuritiesRegisterable Securities other than the Demand Party, and thereupon the Companywill, in accordance with the provisions of Section 4 hereofas expeditiously as possible, will use its best efforts to effect the registration under the Securities Act of of (A) the Registrable Securities which the Company has been so requested to register in accordance with by the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such request, and Party and (B) all other Registrable Securities of the same class or series as are to be registered at the request of the Demand Party and which the Company has been requested to register by the holders any other registered holder thereof by written request given to the Company within twenty fifteen (2015) days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent requisite necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Registrable Securities so to be registered; provided, provided that the Company shall not be required to effect more than one (1any registration to be effected pursuant to this paragraph 7(c) unless at least 10% of the Registrable Securities outstanding at the time of such request is to be included in such registration; and provided, further, that if the Company shall have previously effected a registration pursuant to this Section 1 paragraph 7(c) or paragraph 7(d) (with respect to all such Registrable Securities) or shall have previously effected a "Demand Registration") during any twelve (12) month period. Notwithstanding anything registration of which notice has been given to the contrary contained hereinHolders pursuant to paragraph 7(b) hereof, upon the effectiveness Company shall not be required to effect any registration pursuant to this paragraph 7(c) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective. (ii) The Company shall select the registration statement form for any registration pursuant to this paragraph 7(c); provided that if any registration requested pursuant to this paragraph 7(c) which is proposed by the Company to be effected by the filing of a Registration Statement registration statement on Form S-1 S-3 (or Form S-3 covering any successor or similar short-form registration statement) is in connection with an underwritten public offering, and if the managing underwriter advises the Company in writing that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering, then such registration shall be effected on such other form. (iii) The Company will pay all registration expenses in connection with registrations of each class or series of Registrable Securities pursuant to this paragraph 7(c). (iv) A registration requested pursuant to this paragraph 7(c) will not be deemed to have been effected unless it has become effective and all of the Registrable Securities registered thereunder have been sold. (v) If a requested registration pursuant to this paragraph 7(c) involves an underwritten offering, the investment banker(s), underwriter(s) and manager(s) for such registration shall be selected by the registered holders of a majority of the Registrable Securities which the Company has been requested to register; provided that if one or more Initial Holders is a Demand Party, then such Initial Holder(s) shall select the investment banker(s), underwriter(s) and manager(s) for such registration; and provided further that such investment banker(s), underwriter(s) and manager(s) shall in any case be reasonably satisfactory to the Company. (vi) If a requested registration pursuant to this paragraph 7(c) involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities to be included in such registration (including securities of the Company which are not Registrable Securities) would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the registered holders of Registerable Securities (an “Adverse Effect”), then the Company shall include in such registration (i) first, 100% of the Registrable Securities requested to be included in such registration by the Demand Party and all other registered holders of Registrable Securities pursuant to this paragraph 7(c) (to the extent that the managing underwriter, if applicable, believes that all such Registrable Securities can be sold in such offering without having an Adverse Effect; provided that if they cannot and the Demand Party does not exercise its right set forth in the next sentence of this clause (vi), such lesser number of Registrable Securities the managing underwriter believes can be sold in the offering without having an Adverse Effect allocated pro rata among the Demand Parties and all requesting other registered holders of Registerable Securities on the basis of the amount of Registrable Securities requested to be included in such registration (provided that any such amount thereby allocated to any such Demand Party or registered holder of Registerable Securities that exceeds its request shall be reallocated among the remaining Demand Parties and requesting registered holders of Registerable Securities in a like manner)), (ii) second, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of equity securities of the Company that the Company intends to sell for its own account, and (iii) third, to the extent the managing underwriter believes additional securities can be sold in the offering without having an Adverse Effect, the amount of Other Securities requested to be included by Other Holders in such registration, allocated pro rata among all requesting Other Holders on the basis of the relative amount of all Other Securities then held by each such Other Holder (provided that any such amount thereby allocated to any such Other Holder that exceeds such Other Holder’s request shall be reallocated among the Lendersremaining requesting Other Holders in a like manner). If the managing underwriter of any underwritten offering shall advise the registered holders of Registerable Securities participating in a registration pursuant to this paragraph 7(c) that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Demand Party, then the Demand Party shall have the right to notify the Company that it has determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement. (vii) Notwithstanding paragraph 7(c)(vi), (x) if the Board determines, in its good faith judgment, that the registration and offering otherwise required by this paragraph 7(c) would have an Adverse Effect on a then contemplated public offering of the Company’s equity securities, the Company may postpone the filing (but not the preparation) of a registration statement required by this paragraph 7(c), during the period starting with the 30th day immediately preceding the date of the anticipated filing of, and ending on a date 60 days following the effective date of, the registration statement relating to such other public offering and (y) if the Company shall furnish to the registered holders of Registerable Securities a certificate signed by its chairman of the Board, chief executive officer, president or any other of its authorized officers stating that the Company has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board, after consultation with its outside securities counsel, materially and adversely affect the Company, the Company may postpone the filing (but not the preparation) of a registration statement required by this paragraph 7(c) until the earlier of (A) 90 days from the date of such certificate or (B) the date on which such certificate ceases to be accurate; provided that the Company shall at all times in good faith use its best efforts to cause any registration statement required by this paragraph 7(c) to be filed as soon as possible and; provided further that, the Company shall not be permitted to postpone registration pursuant to this paragraph 7(c)(vii) more than once in any 180-day period. The Company shall promptly give the registered holders of Registerable Securities requesting registration thereof pursuant to this paragraph 7(c) written notice of any postponement made in accordance with the preceding sentence. If the Company gives the registered holders of Registerable Securities such a notice, the registered holders of Registerable Securities shall have no further obligations hereunderthe right, within 15 days after receipt thereof, to withdraw their request in which case, such request will not be counted for purposes of this paragraph 7(c).

Registration on Request. At any time and from (a) From time to time after six (6) months from the date hereofof effectiveness of the registration statement filed to register the shares of common stock of the Company purchased in the Company’s Private Offering, upon the written request of any holder the Requisite Threshold that the Company effect the registration under the Securities Act of the Registrable Securities held by the requesting party or group parties that such party or parties desire to register and specifying the intended method of holders holding disposition thereof and whether or not such requested registration is to be an underwritten offering, the parties hereto agree as follows: (xi) the Company must effect such a registration only if such Requisite Threshold requests registration for collectively at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock 300,000 Registrable Shares; ("Securities"ii) and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request"), the Company will promptly give written notice of such requested registration to all registered holders other owners of Registrable Securities, if any; and (iii) promptly after the performance of any obligations imposed under clause (i) of this Section 2.1(a), and thereupon subject to the Companylimitations set forth in Section 2.1(c) and Section 3, in accordance with the provisions of Section 4 hereof, Company will use its best efforts Best Efforts to effect the registration under the Securities Act of (A) of the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such request, and (B) all other Registrable Securities which that the Company has been requested to register by the holders thereof Requisite Threshold and the other owners of Registrable Securities by written request given to the Company within twenty (20) 30 days after the giving receipt of such written notice by the Company (which request shall specify and to qualify the intended method of disposition securities subject to such registration under the securities laws of such Registrable Securities)states as the Requisite Threshold shall reasonably request, all to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaidspecified in such written notice) of the Registrable Securities so to be registered; provided, that the registered and cause such registration to remain effective for a period of not less than 180 days following its effective date or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold. The Company shall not be required to effect more than one (1) qualify the securities subject to such registration pursuant to this Section 1 (in any jurisdiction where, as a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lendersresult thereof, the Company shall have no further obligations hereunderwould become subject to general service of process or to taxation or to qualification to do business as a foreign corporation doing business in such jurisdiction solely as a result of such qualification.

Registration on Request. At (a) Subject to the terms and conditions of this Section 5.1(g), at any time and or from time to time after from the date hereofbeginning the date hereof and ending on January 31, 2006, upon the written request of any holder the Holder or group Holders of holders holding (x) at least a majority of the outstanding Warrant Shares and Warrants (such majority determined, for purposes of this Section 5.1, by calculating the number of shares Warrant Shares for which such Warrants are then exercisable) (the "Initiating Holder(s)"), requesting that the Company effect the registration under the Securities Act of Common Stock issued all or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least not less than a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of such Initiating Holders' Registrable Securities (a "Demand Request")and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon Securities (who shall have the right to request that their Registrable Securities be included in the registration statement requested pursuant to this Section 5.1 upon written notice to the Company made within 20 days after receipt of the Company's written notice. Thereupon, in accordance with the provisions of Section 4 hereof, Company will use its best efforts to effect the registration under the Securities Act of (A) of the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such the Initiating Holder's request, and (B) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within twenty (20) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), ; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) ), of the Registrable Securities so and the additional shares of Common Stock, if any, to be so registered; provided, provided that the Company holders of Registrable Securities as a class shall be entitled to not be required to effect more than one (1) registration upon request pursuant to this Section 1 5.1. (a "Demand Registration"b) during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement Registrations under this Section 5.1 shall be on Form S-1 or Form S-3 covering all such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities held by in accordance with the Lenders, intended method or methods of disposition specified in the Initiating Holders' request for such registration. The Company agrees to include in any such registration statement all information which holders of Registrable Securities being registered shall have no further obligations hereunderreasonably request provided disclosure of such information is in compliance with the Securities Act.