Common use of Required Registration Clause in Contracts

Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days 50% of the date that a Holder requests the Company total shares of Restricted Stock originally issued to make such filing holders, or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause the remaining shares of Restricted Stock held by such Shelf Registration Statement to be declared effective by the SEC as promptly as possible holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no later than sixty (60) request may be made under this Section 4 within 180 days after the Shelf Registration Statement is effective date of a registration statement filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least five fifty percent (550%) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations shares of the SEC thereunder and will not contain an untrue statement of a material fact or omit Restricted Stock as to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECshall have been requested.

Required Registration. The Company shall (a) At any time after the earlier of (i) cause 180 days following the consummation of a Shelf Registration Statement to be filed with Qualified Public Offering (as defined in the SEC (xStock Purchase Agreement) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts June 15, 2001, the Investor Stockholders holding Restricted Stock constituting at least 66 2/3% of the total shares of Restricted Stock held by Investor Stockholders then outstanding, ITI or Casty may request the Company to cause register under the Securities Act all or any portion of the shares of Restricted Stock held by such Shelf Registration Statement requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall have a reasonably anticipated aggregate price to the public which is at least $15,000,000 (the "Minimum Offering Price"); provided further that neither ITI nor Casty shall request such registration prior to a Qualified Public Offering without the consent of UBS. The only securities which the Company shall be declared effective by the SEC as promptly as possible but required to register pursuant hereto shall be shares of Common Stock, provided, however, that, in any event no later than sixty (60) days after underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the Shelf Registration Statement is filed pursuant holders of Preferred Shares shall be entitled to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish sell such Preferred Shares to the Company (i) in writing, all information with respect to such Holder that underwriters for conversion and sale of the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECcontrary contained herein, the Company shall provide drafts thereof not be required to file any registration statement under this Section 4, within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than a registration statement on Form S-3 or any successor thereto relating to the Purchaser and its counselresale of securities of the Company acquired in connection with an acquisition or similar transaction (each, and the Purchaser and its counsel an "Acquisition Registration Statement")) as shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, determined in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required good faith by the rulesmanaging underwriter of an underwritten public offering, regulations or instructions applicable to the registration form used by the Company for provided that such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECtime period shall not exceed 180 days.

Required Registration. The Company (a) If ITC Investments shall (i) cause a Shelf Registration Statement be requested in writing, which writing shall specify the Registrable Securities to be filed sold and the intended method of disposition thereof (a “Demand Request”), at any time by FortisUS, or at any time after the first registration statement with respect to Registrable Securities is declared effective by the SEC SEC, by an RH Shareholder (xthe Shareholder(s) within thirty making such Demand Request, the “Demanding Shareholder”), to effect a registration under the Securities Act of Registrable Securities held by FortisUS (30or an RH Shareholder, if applicable) days (each, a “Required Registration”), then ITC Investments shall deliver a written notice (a “Demand Notice”) to each Shareholder who did not make such Demand Request stating that ITC Investments intends to comply with a Demand Request and informing each such Shareholder of its right to include Registrable Securities in such Required Registration. Within ten Business Days after receipt of a Demand Notice, each Shareholder who received such Demand Notice shall have the right to request in writing that ITC Investments include all or a specific portion of the date that a Holder requests the Company to make Registrable Securities held by such filing or (y) on Shareholder in such other date as mutually agreed by the Company and a HolderRequired Registration, and ITC Investments shall include such Registrable Securities in such Required Registration, subject to Section 3.1(c). ITC Investments shall file a registration statement on the appropriate form as promptly as practicable (iibut no later than sixty days after the date the Demand Request is delivered in the case of a Form S-1 and thirty days after the date the Demand Request is delivered in the case of a Form S-3) and use commercially its reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared effective by the SEC as promptly as at the earliest possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and date permitted under the rules and regulations of the SEC thereunder and will SEC; provided, that ITC Investments shall not contain an untrue statement of a material fact be obligated to effect, or omit take any action to state a material fact required to be stated therein or necessary to make the statements thereineffect, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.registration pursuant to this Section 3.1:

Required Registration. The Company shall (a) Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) cause July 31, 2006 and (ii) the date that is six (6) months after the first public offering after the date hereof of securities by the Company, holders of Restricted Stock constituting more than 50% of the total number of shares of Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice. For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a Shelf Registration Statement holder of Preferred Stock upon conversion of all shares of Preferred Stock held by such holder at such time; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be filed shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Stock shall be entitled to sell such Preferred Stock to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such underwritten public offering. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect a registration (i) during the 180 day period commencing with the SEC effective date of a registration statement filed by the Company covering the first firm commitment underwritten public offering after the date hereof or (xii) if the Company delivers notice to the holders of the Restricted Stock within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements registration request of the Securities Act and the rules and regulations of the SEC thereunder and will not contain Company’s intent to file a registration statement for an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECunderwritten public offering within ninety (90) days.

Required Registration. The Company shall (a) Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) cause July 31, 2006 and (ii) the date that is six (6) months after the first public offering after the date hereof of securities by the Company, holders of Restricted Stock constituting more than 50% of the total number of shares of Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice. For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a Shelf Registration Statement holder of Preferred Stock upon conversion of all shares of Preferred Stock held by such holder at such time; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be filed shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Stock shall be entitled to sell such Preferred Stock to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such underwritten public offering. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect a registration (i) during the 180 day period commencing with the SEC effective date of a registration statement filed by the Company covering the first firm commitment underwritten public offering after the date hereof or (xii) if the Company delivers notice to the holders of the Restricted Stock within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements registration request of the Securities Act and the rules and regulations of the SEC thereunder and will not contain Company's intent to file a registration statement for an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECunderwritten public offering within ninety (90) days.

Required Registration. The Company shall (a) At any time after the earliest of (i) cause six months after any registration statement covering a Shelf Registration Statement to be filed with public offering of securities of the SEC Company under the Securities Act shall have become effective, (xii) within thirty six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (30iii) days the third anniversary of the date that a Holder requests of this Agreement, the holders of Restricted Stock constituting at least 20% of the total shares of Restricted Stock then outstanding may request the Company to make register under the Securities Act all or any portion of the shares of Restricted Stock held by such filing requesting holder or holders for sale in the manner specified in such notice if either (A) the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000, or (yB) on the shares of Restricted Stock for which registration has been requested shall constitute at least 30% of the total shares of Restricted Stock then outstanding. For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such other holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date as mutually agreed of a registration statement filed by the Company and covering a Holder, and (ii) use commercially reasonable efforts firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed join pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required Sections 5 or advisable to be included in the Shelf Registration Statement 6 and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in there shall have been effectively registered all material respects with the requirements shares of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit Restricted Stock as to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECshall have been requested.

Required Registration. The At any time following one hundred eighty (180) --------------------- days after the Closing Date, a majority of the Holders may, upon not more than two (2) occasions, make a written request to the Company requesting that the Company effect the registration of Registrable Securities (provided, however, -------- ------- that from and after the third (3rd) anniversary of the Closing Date, any Holder (as opposed to a majority of the Holders) shall have the individual right to so request the Company to effect the registration of Registrable Securities). Within thirty (30) days after receipt of such a request, the Company will notify all Holders of such request and use its commercially reasonable best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by any Holder for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof) of the Registrable Securities so registered. In no event will any Person other than a Holder be entitled to include any shares of Capital Stock in any registration statement filed pursuant to this Section 6.01. Notwithstanding ------------ the foregoing, the Company shall not be required to effect a registration pursuant to this Section 6.01 (i) cause a Shelf Registration Statement to be filed during the period starting with the SEC date of ------------ filing of, and ending on the date one hundred and eighty (x180) days following the effective date of the registration statement pertaining to a Qualified Public Offering, (ii) if within thirty (30) days of receipt of a written request from the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed Holders pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECthis Section 6.01, the Company shall provide drafts thereof gives notice to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements ------------ Holders of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue Company's intention to file a registration statement of for a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinQualified Public Offering within ninety (90) days, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, (iii) if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to shall furnish to the Holders copies requesting a registration statement pursuant to this Section 6.01, a certificate signed by the Chairman of any the Board of Directors ------------ stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its shareholders for such supplement registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the applicable Holders, or amendment promptly after its being used or filed with (iv) if the SEC.Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 6.03. ------------

Required Registration. The Company shall (ia) cause At any time beginning 180 days after the Company=s initial underwritten public offering or, if earlier, on June 30, 2000, the holders of Restricted Stock constituting at least a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days majority of the date that a Holder requests total shares of Restricted Stock then outstanding may request the Company to make register under the Securities Act all or any portion of the shares of Restricted Stock held by such filing requesting holder or (yholders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least a majority of the total shares of Restricted Stock originally issued. For purposes of this Section 4 and Sections 5, 6, 14(b) on and 14(e), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares or Warrants upon full conversion of all Preferred Shares and/or Warrants held by such other holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares and/or Warrants shall be entitled to sell such Preferred Shares and/or Warrants to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date as mutually agreed of a registration statement filed by the Company and covering a Holder, and (ii) use commercially reasonable efforts firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed join pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required Sections 5 or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC6.

Required Registration. The Company shall (a) At any time after the earliest of (i) cause six months after any registration statement covering a Shelf Registration Statement to be filed with public offering of securities of the SEC Company under the Securities Act shall have become effective, (xii) within thirty six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (30iii) days the fifth anniversary of the date that a Holder requests of this Agreement, the holders of Restricted Stock constituting at least 40% of the total shares of Restricted Stock then outstanding may request the Company to make register under the Securities Act all or any portion of the shares of Restricted Stock held by such filing requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders (yor any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 6, 13(a) on and 13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such other holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date as mutually agreed of a registration statement filed by the Company and covering a Holder, and (ii) use commercially reasonable efforts firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed join pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required Sections 5 or advisable to be included in the Shelf Registration Statement 6 and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in there shall have been effectively registered all material respects with the requirements shares of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit Restricted Stock as to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECshall have been requested.

Required Registration. The Company Parent shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use its commercially reasonable efforts to (i) file a post-effective amendment to the Registration Statement on Form S-3 registering the resale of the Registrable Shares within 60 days following the First Closing Date (the "AMENDMENT"), so long as the holders of such Registrable Shares shall provide the information necessary for inclusion therein in a timely manner to enable Parent to file the Amendment within such period, (ii) to cause such Shelf Registration Statement Amendment to be declared effective by the SEC as promptly soon thereafter as possible but and in any event no later than sixty one hundred eighty (60180) days after following the Shelf Registration Statement is filed pursuant First Closing Date, (iii) to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to file such Holder amendments or supplements as may be necessary so that the Company reasonably deems required or advisable to be included prospectus contained in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and Amendment will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under which they were madeapplicable state securities or "blue sky" laws and compliance with any other applicable governmental requirements or regulations) as Holder may reasonably request and that would permit or facilitate the sale of all Holder's Registrable Shares (provided, however, that Parent shall not misleading. The Company agrees be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and in each case Parent will use its commercially reasonable efforts to keep cause such Amendment and all other such registrations, qualifications and compliances to be declared effective as promptly as practicable thereafter. As soon as reasonably practicable after the Shelf Registration Statement continuously effective for as long as First Closing Date, Parent will provide to each holder of Registrable Securities a questionnaire setting forth the Holders hold any information that Parent will require from each such holder to include such holder's Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend Shares in the Shelf Registration Statement, if required by . If Holder shall fail to furnish such information to Parent within twenty (20) days following the rules, regulations or instructions applicable date on which such questionnaire shall be delivered to the registration form used by Holders, Parent may exclude Holder from the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECStatement.

Required Registration. The Executive may at any time give written notice to Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf RegistrationNotice”). Each Holder agrees, severally but ) that he contemplates the sale of not jointly, to furnish to less than 500,000 shares of Stock and may require that Company file with the Company (i) in writing, all information Commission a registration statement under the Securities Act with respect to the shares of Stock set forth in such Holder that Notice. Such Notice shall state whether Executive desires to utilize the Company reasonably deems required or advisable services of an underwriter in connection with the sale of the shares to be included in the Shelf Registration Statement which such Notice applies. Forthwith upon receipt of such Notice, and any other information necessary to make any such information previously furnished subject to the terms and conditions contained in this Section 9, Company by shall: (a) use its best efforts to effect registration under the Securities Act of the shares specified in such Holder not misleading and Notice; (iib) completed and executed selling shareholder questionnairesuse its best efforts to have such registration statement declared effective; (c) notify Executive promptly after Company shall have received notice thereof, powers of attorney, indemnities and other documents reasonably required the time when such registration statement has become effective or any supplement to any prospectus forming a part of such registration statement has been filed; (d) notify Executive promptly of any request by the Company at least five Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (5e) days prior to prepare and file with the anticipated filing date. Prior to filing the Shelf Registration Statement and Commission promptly upon Executive’s request any amendments thereto with the SEC, the Company shall provide drafts thereof or supplements to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statementregistration statement or prospectus which, in the form opinion of counsel for Executive, may be necessary or advisable in which it becomes effective, will conform in all material respects connection with the requirements distribution of the Securities Act Stock by Executive; (f) prepare and promptly file with the rules Commission and regulations promptly notify Executive of the SEC thereunder and will not contain filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omission, if, at any time, when a prospectus relating to the Stock is required to be delivered under the Securities Act, any event shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of or a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading; (g) in case Executive or any underwriter for Executive is required to deliver a prospectus, at a time when the prospectus then in effect may no longer be used under the light Act, prepare promptly upon request such amendment or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10 of the circumstances under which they were made, Securities Act; (h) not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold file any Registrable Securities. The Company further agrees, if necessary, to promptly amendment or supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used statement or prospectus to which Executive shall reasonably object after having been furnished a copy at a reasonable time prior to the filing thereof; (i) advise Executive promptly after it shall receive notice or obtain knowledge thereof of the issuance of any stop order by the Company Commission suspending the effectiveness of any such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such Shelf Registration Statement or by stop order should be issued; (j) use its best efforts to qualify the Securities Act or by any other rules Stock for transfer under the securities laws of such states as Executive may designate; and regulations thereunder for shelf registrations, and the Company agrees to (k) furnish to the Holders Executive, as soon as available, copies of any such registration statement and each preliminary or final prospectus, or supplement or amendment promptly after required to be prepared pursuant to this Section, all in such quantities as Executive may, from time to time, reasonably request. Company shall pay all costs and expenses incident to the performance of its being used or filed obligations under this Section 9.2, including the fees and expenses of its counsel, the fees and expenses of its accountants, and all other costs and expenses incident to the preparation, printing and filing under the Securities Act of any registration statement, each prospectus and all amendments and supplements thereto, the costs incurred in connection with the SECqualification of the Stock under the laws of various jurisdictions (including fees and disbursements of counsel), the cost of furnishing to Executive copies of any such registration statement, each preliminary prospectus, the final prospectus and each amendment and supplement thereto, all expenses incident to delivery of the security to any underwriter or underwriters, but not any underwriting commissions or discounts charged to Executive. Company shall be required to effect only one registration pursuant to Request of Executive under the provisions of this Section 9.2.

Required Registration. The If on any one occasion after the first annual anniversary of the Effective Date and before the fifth annual anniversary of the Effective Date, one or more of the Holders holding at least sixty percent (60%) of the Registrable Securities then held by all of the Holders shall notify the Company shall (i) in writing that he or they intend to offer or cause a Shelf Registration Statement to be filed with offered for public sale all or any portion of his or their Registrable Securities having an aggregate proposed offering price of not less than $750,000.00, the SEC (x) within thirty (30) days Company will notify all of the date that Holders of Registrable Securities who would be entitled to notice of a proposed registration under paragraph 7(a) above of its receipt of such notification from such Holder requests or Holders. Upon the written request of any such Holder delivered to the Company to make such filing or (y) on such other date as mutually agreed within 15 days after delivery by the Company and a Holderof such notification pursuant to Section 10 hereof, and (ii) the Company will use commercially reasonable its best efforts to cause such Shelf Registration Statement of the Registrable Securities as may be requested by any Holders (including the Holder or Holders giving the initial notice of intent to register hereunder) to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of registered under the Securities Act and in accordance with the rules and regulations terms of the SEC thereunder and will not contain an untrue this paragraph 7(b), which registration may be under any form of registration statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to eligible for use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or purpose. All expenses of such registration and offering shall be borne by the Securities Act or by any other rules Company, except the reasonable fees and regulations thereunder expenses of counsel for shelf registrationsthe Holders and selling discounts and commissions, and if any. If the Company agrees to shall furnish to the Holders copies requesting a registration statement under this 7(b) a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would not be in the best interests of the Company and its stockholders generally for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 90 days after the receipt of the request for registration; provided, however, that the Company may not utilize this right to defer more than once in any twelve-month period. The Company shall not be required to cause a registration statement requested pursuant to this paragraph 7(b) to become effective prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this paragraph 7(b) has been made prior to the expiration of such 90-day period. If so requested by any Holder in connection with a registration under this paragraph, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and also take such steps as are required to keep any registration effective until the earlier of (i) all of such Holder's Registrable Securities registered thereunder are sold, (ii) the Registration Securities are eligible for sale pursuant to Rule 144, or (iii) nine months from the effective date of the Registration Statement covering such registerable securities. The obligation of the Company hereunder shall be deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid shall have become effective and, if the method of disposition is a firm commitment underwritten public offering, all such shares have been sold pursuant thereto. In connection with such a firm commitment underwriting, the Company shall have the right to include in the registration statement therefor shares of Common Stock to be offered and sold for the account of the Company; provided, however, that no Registrable Shares shall be excluded from such registration and underwriting by reason of the inclusion of any securities for the Company's account. If the method of disposition is an underwritten public offering, the Company may designate the managing underwriter of such supplement offering, subject to approval of the holders of a majority of the Registrable Securities to be sold in such offering, which approval shall not be unreasonably withheld or amendment promptly after its being used or filed with the SECdelayed.

Required Registration. The Pursuant to this Section 2(a)(i), the Company shall not be required to effect: (i) cause a Shelf Required Registration Statement to be filed hereunder unless Holders beneficially owning Registrable Securities with an aggregate Market Value of $30.0 million have initiated or joined in the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a HolderRequest, and (ii) use commercially reasonable efforts more than six (6) registrations in the aggregate requested by the Holders. A Request may be withdrawn prior to cause such Shelf the filing of the Required Registration Statement to be declared effective by the SEC Holder(s) which made such Request (a "Withdrawn Request") and a Required Registration Statement may be withdrawn prior to the effectiveness thereof by Holders of a majority of the Registrable Securities included therein (a "Withdrawn Required Registration"), and, in either such event, such withdrawal shall be treated as promptly a Required Registration The Holders shall not, without the Company's consent, be entitled to deliver a Request for a Required Registration after the completion of the Required Registration if less than ninety (90) calendar days have elapsed since (A) the effective date of a prior Required Registration Statement, (B) in the case of a Required Registration which is effected other than by means of an Underwritten Offering, the date of sale by the Holders of their Registrable Securities pursuant thereto or (C) the date of withdrawal of a Withdrawn Required Registration. Notwithstanding the foregoing, the Company shall not be required to file a Required Registration Statement for a period of one year after the Initial Closing Date (as possible but defined in any event no later than the Securities Purchase Agreement), and after such time, may delay the filing of a Required Registration Statement if the Board of Directors of the Company determines that such action is in the best interests of the Company's stockholders, and only for an aggregate number of days not to exceed sixty (60) days after the Shelf Registration Statement is filed in any twelve (12) month period (a "Blackout Period"). The registration rights granted pursuant to clause (ithe provisions of this Section 2(a)(i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable addition to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish rights granted pursuant to the Holders copies other provisions of any such supplement or amendment promptly after its being used or filed with the SECthis Section 2.

Required Registration. At any time after February 7, 2001, the Holder may request that the Company register the resale by him of all or any portion of the Registerable Stock (such request a "Demand Request"). The Demand Request shall specify the number of Shares of Registerable Stock as to which such Demand Request relates and the manner in which the Stockholder proposes to sell such Registerable Stock, including, if applicable, the name of any underwriters to be employed by the Stockholder in connection with such sale. If such Demand Request is made, the Company will cause the resale of the Registerable Stock specified in the Demand Request to be registered on such form of registration statement under the Securities Act as is appropriate to allow the resale of such Registerable Stock in the manner specified in the Demand Request. Notwithstanding anything herein to the contrary, the Company shall (i) cause a Shelf Registration Statement not be obligated to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests effect, or to take any action to effect, any registration pursuant to this Section 2.1 after the Company to make such filing or has effected two (y2) on such other date as mutually agreed by registrations (meaning that the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be registration statements relating thereto have been declared effective by the SEC as promptly as possible but in any event no later than sixty Commission) at the request of the Holder, provided, however, that if the Holder requests that such registration be accomplished through the filing and effectiveness of a registration statement on Form S-3 (60) days after or such other form of registration statement then available for registering the Shelf Registration Statement is resale of the Registerable Stock under the Securities Act that permits significant incorporation by reference of the Company's subsequent periodic reports filed with the Commission pursuant to clause (i) (the “Shelf Registration”Exchange Act). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof be obligated to effect the Purchaser and its counsel, and registration so requested unless (i) the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements proposed offering of the Securities Act and Registerable Stock does not then qualify for registration on Form S-3, or (ii) the rules and regulations Company has already effected the two (2) registrations (whether on Form S-3 or otherwise) at the request of the SEC thereunder and will not contain an untrue statement Holder during the twelve (12) month period preceding the date of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingsuch request. The Company agrees may delay the filing of any registration statement pursuant to use its commercially reasonable efforts this Section 2.1 for up to keep three (3) months after the Shelf Registration Statement continuously effective original request for as long as registration if (i) the Holders hold any Registrable Securities. The filing of the registration statement would cause the Company further agrees, if necessary, to promptly supplement or amend disclose information which would not have to be disclosed at such time absent the Shelf Registration Statement, if required by filing of the rules, regulations or instructions applicable registration statement and the Board of Directors of the Company determines in good faith that the disclosure of such information would be materially adverse to the Company, or (ii) the delay in filing the registration form used by statement would eliminate the need for the Company for such Shelf Registration Statement or by to file the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECregistration statement utilizing interim financial statements.

Required Registration. The Company shall a. At the earlier of (i) cause any time after the first anniversary of the Closing Date (as such term is defined in the Purchase Agreement), or (ii) at the time at which a Shelf Registration Statement demand to register other restricted stock of the Company (other than employee stock options on Form S-8) is made by the holders thereof, then one or more holders of Restricted Stock constituting at least 40% of the total shares of Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice. For purposes of this Section 2 and each of Sections 3, 10(a) and 10(d), the term “Restricted Stock” shall be filed deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all such Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant to the terms of this Agreement shall be shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to effect, nor to take any action to effect, any such registration requested pursuant to this Section 2 during the period starting with the SEC date forty-five (x) within thirty (3045) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effectiveness of, any registration of the Company’s securities other than a requested registration under this Section 2 (including, without limitation, any Company-initiated registration under the Securities Act on Form X-0, X-0 or S-3, or on any other current or successor Form under the Securities Act), provided that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially is actively employing in good faith all reasonable efforts to cause such Shelf Registration Statement other (non-Section 2) registration statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes become effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The Company (a) Subject to the provisions hereof, at any time and from time to time during the Registration Period, the Holders may request the Corporation to file a Prospectus Supplement offering all or part of the Registrable Securities (such offering being hereinafter referred to as a “Demand Offering”). Such a request shall be in writing and shall specify the number of Registrable Securities to be sold (the “Demand Registrable Securities”), the intended method of disposition and the jurisdictions (which may only include Canada or any province or territory thereof and/or the United States) in which the Holders, acting reasonably, request that the Demand Offering be effected (provided that if the Holders request the Demand Offering to be effected only in the United States, then the Corporation shall also file the Prospectus Supplement in one province of Canada solely to the extent required for the purposes of MJDS qualification). Subject to Section 2.1(d), the Corporation shall not be obligated to effect more than four underwritten Demand Offerings in total during the Registration Period. For the purposes of this subsection, a Demand Offering will not be considered as having been effected until either (i) cause a Shelf Registration Statement to be Prospectus Supplement has been filed with the SEC (x) within thirty (30) days of Commissions and/or the date that a Holder requests SEC, as applicable, pursuant to which the Company Demand Registrable Securities are to make such filing or (y) on such other date as mutually agreed by the Company and a Holderbe sold, and (ii) use commercially reasonable efforts the Holders have withdrawn their request or (iii) the Holders have failed to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information fulfill their obligations under this Agreement with respect to such Holder request. In the event that the Company reasonably deems required Corporation proposes to offer and sell its securities as part of any Demand Offering initiated by the Holders under this Agreement, and if the managing underwriter or advisable underwriters advise the Corporation in good faith that the inclusion of securities requested by the Corporation to be included in such offering may, in their opinion, have an adverse effect on the Shelf Registration Statement and any other information distribution or sales price of the Demand Registrable Securities in such offering, then the number of securities to be offered by the Corporation for its own account in such offering shall be reduced as necessary to make any avoid such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECadverse effect.

Required Registration. The Company shall may include in a required registration pursuant to Section 10.1 hereof securities other than the Purchased Stock on the same terms and conditions as the Purchased Stock to be included therein; provided, however, that (i) cause a Shelf Registration Statement to be filed with if the SEC (x) within thirty (30) days managing underwriter or underwriters of any underwritten offering described in Section 10.1 herein have informed the Company in writing that it is their opinion that the total number of shares of Purchased Stock, and other securities of the date that a Holder requests Company which the Company to make holders of such filing or (y) on such other date as mutually agreed by securities, the Company and a Holderany other persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of the Company and for the account of all such other persons (other than the holders of Purchased Stock) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing underwriter or underwriters, (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by if, in the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed that following a reduction or limitation pursuant to the preceding clause (i) (of all the “Shelf Registration”). Each Holder agreessecurities which the Company and such other persons intended to include in such offering, severally but not jointlythe managing underwriter or underwriters inform the Company in writing that the total number of shares of Purchased Stock which the holders thereof intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of the holders of Purchased Stock participating in such offering shall be reduced or limited pro rata in proportion to their respective total number of shares owned by such holders, to furnish the extent necessary to reduce the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable total number of shares requested to be included in such offering to the Shelf Registration Statement number of shares, if any, recommended by such managing underwriter or underwriters and any (iii) if the offering is not underwritten, no other information necessary person, including the Company, shall be permitted to make offer securities under any such information previously furnished required registration unless the holders of a majority of the Purchased Stock participating in the offering consent to the Company by inclusion of such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements shares therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The Company From and after the 90th day following the Closing Date, if the Requisite Investors shall (i) cause a Shelf Registration Statement in writing state that such holders desire to be filed with sell Registrable Shares in the SEC (x) within thirty (30) days public securities markets and request the Corporation to effect the registration under the Securities Act of Registrable Shares, the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) Corporation shall promptly use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective effect the registration under the Securities Act of the Registrable Shares which the Corporation has been so requested by the SEC as promptly as possible but Requisite Investors to register. Anything contained in Section 2(a) to the contrary notwithstanding, the Corporation shall not be obligated to effect any event no later than sixty (60) days after registration under the Shelf Registration Statement is filed Securities Act pursuant to clause Section 2(a) except in accordance with the following provisions: The Corporation shall not be obligated to use commercially reasonable efforts to file and cause to become effective (iA) (more than two Registration Statements initiated pursuant to this Section 2(a); provided, however, that if the “Shelf Registration”). Each Holder agrees, severally but not jointly, Investors were unable to furnish to sell at least 90% of the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable Registrable Shares requested to be included in the Shelf last registration initiated by such group of Investors pursuant to Section 2(a) as a result of an underwriter's cutback, then additional registrations shall be added to this Section 2(b) until the foregoing condition is satisfied for such initiating group of Investors, or (B) any Registration Statement and during any period in which any other information necessary Registration Statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to make which Primary Shares or Other Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. The Corporation may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a), if at the time of such information previously furnished request (i) the Corporation is engaged, or has fixed plans to engage within 90 days of the Company by time of such Holder not misleading and request, in a firm commitment underwritten public offering of Primary Shares in which the Investors holding Registrable Shares may include such Registrable Shares pursuant to Section 3 or (ii) completed the Corporation reasonably determines that such registration and executed selling shareholder questionnairesoffering would interfere with any material transaction involving the Corporation; provided, powers however, that the Corporation may only delay the filing or effectiveness of attorneya registration statement pursuant to this Section 2(b) for a total of 90 days after the date of a request for registration. With respect to any registration pursuant to this Section 2(a), indemnities the Corporation shall give notice of such registration to the Investors who do not request registration hereunder and other documents reasonably required to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: first, pro rata among (x) the Registrable Shares requested by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required Investors to be stated therein or necessary to make the statements therein, included in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agreessuch registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to promptly supplement or amend be registered by each such Investor), and (y) the Shelf Registration Statement, if Other Shares (only to the extent required by the rules, regulations or instructions applicable an effective Registration Rights Agreement entered into prior to the registration form used by date hereof between the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, Corporation and the Company agrees holders of such Other Shares); second, the Primary Shares; and third, the Other Shares which are entitled to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECregistration rights.

Required Registration. Any Holder or Holders owning at least 15% of the Registrable Securities then outstanding, will have the right, by written notice (the “Registration Notice”) to the Company, to require the Company to use reasonable efforts to register (the “Required Registration”) under the Securities Act Registrable Securities with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $50,000,000; provided that the Company will be obligated to register such Registrable Securities pursuant to this Section 10(a) on only two occasions, as long as each Holder will have been given notice of and the opportunity to participate in each such registration. The Company shall will be entitled to sell shares of Voting Securities (i) cause a Shelf Registration Statement to be filed newly issued or from shares held in treasury) pursuant to such Required Registration and any Holder will be entitled to sell any shares of Voting Securities held by such Holder which are not Registrable Securities (the “Additional Securities”); provided, that if the managing underwriter will advise the Company in writing that, in its opinion, the number of securities requested and otherwise proposed to be included in such offering exceeds the number that can be sold without adversely affecting the marketability of the offering, 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, first, the Registrable Securities the requesting Holders propose to sell in such registration; second, the Additional Securities that any Holders propose to sell in such registration; and third the Registrable Securities of the Company that the Company proposes to include in such registration, which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above. Upon receipt of such Registration Notice, the Company will, as promptly as practicable, prepare and file with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially its reasonable efforts to cause to become effective promptly, a registration statement under the Securities Act registering the Registrable Securities specified in the Registration Notice; provided, however, that the Company will be entitled to defer any such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause filing (i) which would result in an effective registration statement within six months of an underwritten offering by the Company of its equity securities for its own account or (ii) for a period of up to 180 days upon a determination by the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish Board of Directors that the filing of a registration statement at such time would be detrimental to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished due to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement pendency of a material fact acquisition or omit to state a material fact required to be stated therein financing or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially for other reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECcause.

Required Registration. The Company shall (a) At any time after the earliest of (i) cause six months after the Company’s initial registration statement covering a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days public offering of securities of the date that a Holder requests Company under the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, Securities Act shall have become effective and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days six months after the Shelf Registration Statement is filed pursuant to clause Company shall have initially become a reporting company under Section 12 of the Exchange Act, a Holder with a demand registration right (ias set forth in Section 4(c)) (the “Shelf Registration”). Each Holder agreesmay, severally but not jointly, to furnish by written notice to the Company (a “Demand Request”), request the Company to prepare and file a registration statement registering all or a portion of the Registrable Shares owned by such Holder under the Securities Act on an appropriate form under the Securities Act (a “Demand Registration Statement”), in each case, for the type of offering contemplated by the Demand Request (which may include an offering to be made on a delayed or continuous basis under Rule 415, if the Company is then permitted to rely upon such Rule), provided that the Registrable Shares for which registration has been requested shall constitute at least 20% of the total Registrable Shares held by such Holder issued and outstanding as of the date hereof if such Holder shall request the registration of less than all Registrable Shares owned by such Holder (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 6, 15 and 18, solely for purposes of determining a percentage of Registrable Shares then outstanding, as of any date of determination, there shall be deemed outstanding the Warrant Shares and all Common Shares into which any Preferred Shares or other securities owned by a Holder are then exercisable or then convertible, as the case may be; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the Holders shall be entitled to (i) in writingthe case of Preferred Shares, all information with respect to sell such Holder that shares to the Company reasonably deems required or advisable to be included underwriters for conversion into shares of Common Stock which are then sold in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and offering or (ii) completed in the case of Preferred Shares and executed selling shareholder questionnairesthe Warrant, powers make the conversion or exercise thereof, as the case may be, contingent upon the Registration Statement for the offering being declared effective and the underwriting agreement being signed by the underwriters. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of attorney, indemnities and other documents reasonably required a Registration Statement filed by the Company at least five (5) days prior to solely for the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, account of the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given covering a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form firm commitment underwritten public offering in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any shall have been entitled to join pursuant to Section 5 or Section 6 and in which there shall have been registered all Registrable Securities. The Company further agrees, if necessary, Shares as to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the which registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECshall have been requested.

Required Registration. The Company shall (a) At any time after the earlier of (i) cause a Shelf Registration Statement to be filed with 180 days after the SEC (x) within thirty (30) days effective date of the date that a Holder requests registration statement covering the first underwritten public offering of Common Stock of the Company to make such filing or (yan “IPO”) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially the third anniversary of the Series H Original Issue Date, holders of at least forty percent (40%) of the Investor Preferred Stock (including Common Stock issuable upon conversion thereof), together as a single class, on three occasions only may request the Company to register for sale under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice; provided, however, that in the event of any such request, the aggregate offering price of shares of Registrable Securities to be registered on any such registration statement, net of underwriting discounts and commissions, is at least Five Million Dollars ($5,000,000). Notwithstanding anything to the contrary contained herein, the Company shall not be required to effect a registration pursuant to this Section 4.3 during the period commencing sixty (60) days prior to the estimated filing date of, and ending on the date which is one hundred eighty (180) days after the closing date of, a registration statement filed by the Company covering an underwritten public offering of the Common Stock under the Securities Act, provided the Company is actively employing in good faith reasonable efforts to cause such Shelf Registration Statement registration statement to be declared become effective by and such estimate of the SEC as promptly as possible but filing date is made in any event no later than sixty (60) days after good faith. If the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to Company shall furnish to the Company (i) in writing, all information with respect to such Holder holders of Registrable Securities a certificate signed by its President stating that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished good faith judgment of its Board of Directors it would be seriously detrimental to the Company by or its stockholders for a registration statement to be filed at such Holder time, then the Company’s efforts to cause a registration statement to be filed shall be deferred for a period not misleading and to exceed four (ii4) completed and executed selling shareholder questionnairesmonths in any twelve (12) month period, powers of attorneyprovided that in such event, indemnities and other documents reasonably required by if the Company at least five (5) days prior does not effect a registration requested pursuant to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECthis Section 4.3, the Company such request shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall not be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements counted for purposes of the Securities Act limitations on registrations set forth above and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECSection 4.3(b).

Required Registration. The After receipt of a written request from the --------------------- Holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at least 20% of the Registrable Securities initially outstanding, and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (iby written notice sent to Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) cause to have Registrable Securities included in such registration thereof pursuant to this Section 2, provided, however, that no Holder will deliver a Shelf request for a demand registration during the six (6) month period following the effective date of a Registration Statement filed in respect of a previous demand registration. Thereupon Company shall, as expeditiously as is possible and at its expense, use its best efforts to be filed effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the SEC (xintended method or methods thereof, as aforesaid) within thirty (30) days of the Registrable Securities so registered; provided, -------- however, that Company shall not be required to effect more than two (2) ------- registrations of any Registrable Securities pursuant to this Section 2 for the Purchaser, unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable short form) under the Securities Act, in which event there shall be no limit on the number of such registrations pursuant to this Section 2. The rights of the Holders under this Section 2 shall be effective immediately after the date hereof. If the managing underwriter shall determine that a Holder requests it cannot register all of the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but Registrable Securities in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable registration of Registrable Securities shall have priority over any other securities requested to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECregistration.

Required Registration. The Company If at any time prior to December 22, 2010 and more than 90 days after the occurrence of a Change of Control, any one or more Qualified Holders of any portion of this Warrant or any Underlying Shares acquired through the exercise of this Warrant (for purposes of this Section 10, a Holder of this Warrant shall (i) cause a Shelf Registration Statement be deemed to be filed with the SEC (xHolder of a number of Underlying Shares equal to the number of shares of Common Stock issuable on exercise of such Warrant) within thirty (30) days of the date that a Holder requests may request the Company to make effect the registration under the Securities Acts of all (but not less than all) of such filing or (y) on such other date as mutually agreed by Underlying Shares, and the Company shall, as expeditiously as practicable, file with the Commission a registration statement under the Securities Act on Form S-2, or other appropriate form, covering such shares for disposition in accordance with the intended method of disposition to be made by such Qualified Holders; provided, however, that the Company shall be obligated to file and a Holder, and (ii) use commercially reasonable its best efforts to cause to become effective only one registration statement pursuant to this Section 10(a) covering Underlying Shares acquired through the exercise of this Warrant. The Company will, upon request, furnish any Qualified Holder with a list of all Qualified Holders for the purpose of enabling such Shelf Registration Statement Qualified Holders to be declared effective by solicit the SEC as promptly as possible but joinder of other Qualified Holders in any request contemplated hereunder, and, in the event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish that there shall be submitted to the Company (i) in writing, all information with respect to such Holder that a request obligating the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to file a registration statement hereunder, the Company by will promptly notify each and every Qualified Holder to that effect in order to afford such Qualified Holders the opportunity to join in such registration. Any Qualified Holder not misleading of any part of this Warrant or Underlying Shares acquired through the exercise of this Warrant receiving such notice and (iifailing to join in such registration shall, if such registration is effected, have no further rights under this Section 10(a). If an offering pursuant to this Section 10(a) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECis made through underwriters, the Company shall provide drafts thereof be entitled to select the Purchaser and its counselmanaging underwriter, and the Purchaser and its counsel shall be given a reasonable opportunity subject to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements approval of the Securities Act and the rules and regulations Qualified Holders participating therein (by vote of the SEC thereunder and will not contain an untrue statement holders of a material fact or omit to state a material fact required majority of the Underlying Shares to be stated therein or necessary to make the statements thereinoffered by Qualified Holders), in the light of the circumstances under which they were made, approval shall not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECbe unreasonably withheld.

Required Registration. The (a) At any time after the twelve month anniversary of the closing of the Merger and/or such later date in accordance with Section 13.5.3 of the Merger Agreement, and assuming the Company is eligible to register its securities on Form S-3 (or a successor form), holders of at least one-half of the then outstanding shares of the Registrable Securities may request, in writing, that the Company effect the registration of Registrable Securities (as defined in Section 8 hereof) owned by such holders on a form that may be used for the registration of Registrable Securities. If the holders initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other holders to participate shall be conditioned on such holders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all holders of the Registrable Securities and holders of Common Stock who have been granted registration rights. Such holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration a number of their securities, including the Registrable Securities, as such holders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the securities, including the Registrable Securities, requested to be registered by all holders may not be included in the offering, then the number of shares to be included in such offering shall be reduced, and shares shall be excluded from such offering in a number deemed necessary by such managing underwriter. In the event an exclusion of shares is necessary, the Company shall include shares in such registration in the following order: (i) cause a Shelf Registration Statement to be filed with first, (a) the SEC (x) within thirty (30) days securities of the date Purchasers or their successors or assigns where such entities hold Registrable Securities, and (b) the securities of purchasers referenced in that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed certain Registration Rights Agreement dated July 23, 2003 executed by the Company (the "July 23 Agreement"), in the case of (a) and a Holder(b), pro rata among the holders of such securities on the basis of the number of shares requested for registration by each such holder; and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement second, the other securities requested to be declared effective included therein by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to other holders of the Company (i) securities requested to be included in writing, such registration. To the extent that all information with respect to such Holder that of the Company reasonably deems required or advisable Registrable Securities requested to be included in the Shelf Registration Statement and any other information necessary underwritten offering cannot be included, holders of Registrable Securities shall participate in such offering pro rata among such Purchasers, based on the number of shares of Registrable Securities each holder proposed to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing dateinclude. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECThereupon, the Company shall provide drafts thereof shall, as expeditiously as possible, use its best efforts to effect the Purchaser and its counsel, and registration (on a form that may be used for the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements registration of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend ) of all the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Registrable Securities which the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees has been requested to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECso register.

Required Registration. The At any time, Rice may, upon not more than two (2) occasions, make a written request to the Company requesting that the Company effect the registration of a certain number of Registrable Securities pro rata for the accounts of Rice and the Southland Purchasers based upon the respective number of Registrable Securities held by them. If and when Rice makes any such request for registration, it shall use its best efforts to also have included therein the Registrable Securities held by F-Jotan; provided, however, that if the managing underwriter or underwriters, if any, of the offering of the Registrable Securities for which registration has been demanded by Rice advises the Holders that the success of the offering would be materially and adversely affected by the inclusion of Registrable Securities of F-Jotan, then the amount of securities to be registered for the accounts of the Holders shall be reduced first by reducing the Registrable Securities of F-Jotan to be so included in such registration and then by reducing pro rata the Registrable Securities held by Rice and the Southland Purchasers. Notwithstanding the first sentence of this Section 7.01, the Southland Purchasers or F-Jotan may, by such a written request, exercise any such demand that Rice has not so requested for the benefit of Rice and the Southland Purchasers under this Section 7.01 on the earliest date to occur (the "Cut-Off Date") of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests Rice no longer owns, directly or indirectly, any beneficial or other equity interest in respect of the Company Capital Stock of the Company, (ii) the date which is one hundred eighty (180) days after all of Rice's Issuable Warrant Shares have been duly registered to make such filing or (y) on such other date as mutually agreed by permit disposition thereof in the Company and a Holderpublic equity markets, and (iiiii) March 1, 2002. F-Jotan may, upon not more than one (1) occasion, make an independent written request to the Company requesting that the Company effect the registration of a certain number of Registrable Securities; provided, however, that the Cut-Off Date shall have occurred prior to making such request. After receipt of any such a request, the Company will, as soon as practicable, notify all Holders of such request and use commercially reasonable its best efforts to cause such Shelf Registration Statement effect the registration of all Registrable Securities that the Company has been so requested to register by Rice or F-Jotan for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof) of the Registrable Securities so registered. In no event will any Person other than a Holder be declared effective by the SEC as promptly as possible but entitled to include any shares of Capital Stock in any event no later than sixty (60) days after the Shelf Registration Statement is registration statement filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthis Section 7.01.

Required Registration. The (a) After receipt of a written request from one or more Holders (a “Requesting Holder”) requesting that Company shall effect a registration under the Securities Act covering at least (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty percent (30%) days of the date that a Holder requests Registrable Securities issuable upon conversion of the Company to make such filing Series A Preferred Stock, (ii) thirty percent (30%) of the aggregate of the Registrable Securities held by the Initial Investors or any transferee thereof, (iii) thirty percent (30%) of aggregate of the Registrable Securities held by Dara or any transferee thereof, or (yiv) on such other date as mutually agreed by the Company and Registrable Securities having a Holderminimum anticipated aggregate offering price of at least $5,000,000, and, with respect to (i), (ii), (iii), and (iiiv) use commercially reasonable efforts specifying the intended method or methods of disposition of such Registrable Securities, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder (an “Electing Holder”), in lieu of exercising its rights under Section 3 may elect (by written notice sent to cause Company within fifteen (15) Business Days from the date of such Shelf Registration Statement Holder’s receipt of the aforementioned Company’s notice) to be declared effective by the SEC have Registrable Securities included in such registration pursuant to this Section 2, (a “Demand Registration”). Thereupon Company will, as promptly expeditiously as possible is reasonably possible, but in any event no later than sixty within ninety (6090) days following receipt of a written request pursuant to the preceding sentence, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which the Requesting Holders and the Electing Holders have elected to include for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of such Registrable Securities; provided, however, that Company shall not be required to effect more than two (2) Demand Registrations unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable or successor short form) under the Securities Act, in which event Company shall not be required to effect more than four (4) Demand Registrations in total (no more than two (2) of which may be required to be effected by Company at any time after the Shelf second anniversary of Company’s Initial Public Offering Date and only on Form S-3). The rights of Holders under this Section 2 shall terminate upon the second anniversary of Company’s Initial Public Offering Date unless Company shall become eligible at any time to file a registration statement on Form S-3 (or other comparable or successor short form) under the Securities Act. The rights of Holders under this Section 2 shall not become effective until the date that is six (6) months after Initial Public Offering Date. A registration will not be deemed to be a Demand Registration Statement is filed pursuant to clause for purposes of the foregoing Demand Registration limits (i) until the registration statement relating to such registration (A) has become effective under the “Shelf Registration”Securities Act and (B) has remained effective for a period of at least 120 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold). Each Holder agrees; provided that such registration shall not be deemed to be a Demand Registration if after it becomes effective (x) such registration statement is interfered with by any stop order, severally but not jointly, to furnish injunction or other order or requirement of the SEC or other Governmental Authority and (y) less than seventy-five percent (75%) of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the offering size is reduced pursuant to the Company advice of the managing underwriter in accordance with Section 2(b) such that (iA) in writing, all information with respect to such Holder that less than fifty percent (50%) of the Company reasonably deems required or advisable Registrable Securities sought to be included in such registration are included or (B) the Shelf Registration Statement aggregate number of Registrable Securities included in such registration and any other information necessary prior Demand Registration is less than sixty-six and two-thirds percent (66 2/3%) of the aggregate number of Registrable Securities sought to make any be included in such information previously furnished registration and the Registrable Securities which were sought to be included in such prior Demand-Registration. A registration will be deemed to be a Demand Registration for purposes of the Demand Registration limits if it is withdrawn at the request of the Requesting Holders unless Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required is reimbursed by the Requesting Holders for all reasonable out-of-pocket expenses incurred by Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECconnection therewith.

Required Registration. The Company shall (a) Subject to Section 13(f) of this Agreement, at any time after the earlier of June 21, 2001 or the date that is six months after the consummation of the Company's first underwritten public offering, (i) cause a Shelf Registration Statement to be filed with the SEC holders of Restricted Stock (x) within thirty (30) days excluding for purposes of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to this clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish Conversion Shares relating to the Company Series C Preferred Stock) constituting at least sixty percent (i60%) in writinginterest of the total shares of such Restricted Stock then outstanding, all information with respect to such Holder that the Company reasonably deems required taken together as a single class or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed the holders of Restricted Stock relating to the Series C Preferred Stock constituting at least sixty percent (60%) in interest of the total shares of such Restricted Stock then outstanding, taken together as a single class, may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice. For purposes of this Section 4 (unless otherwise specified herein) and executed selling shareholder questionnairesSections 5, powers 6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to include the number of attorneyshares of Restricted Stock which would be issuable to a holder of Purchased Shares upon conversion of all shares of Convertible Preferred Stock held by such holder at such time; provided, indemnities however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and other documents reasonably required 6, the holders of Purchased Shares shall be entitled to sell such Purchased Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date of a registration statement filed by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given covering a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form firm commitment underwritten public offering in which it becomes effective, will conform in all material respects with the requirements holders of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact Restricted Stock shall have been entitled to join pursuant to Sections 5 or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC6.

Required Registration. The Company shall (a) At any time after the earlier of (i) cause 180 days after the initial registration statement covering a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days public offering of Common Stock of the date that a Holder requests Company under the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, Securities Act having become effective and (ii) use commercially reasonable efforts May 8, 2001, the Holder or Holders of at least thirty seven and one half percent (37.5%) of the Registrable Stock may request the Company to cause register under the Securities Act all or any portion of shares of Registrable Stock held by such Shelf requesting Holder or Holders for sale in the manner specified in such notice, provided that (x) the reasonably anticipated aggregate price to the public of the sale of such requesting Holder or Holders' shares would exceed $5,000,000; (y) if the first request is for the Company's first firm commitment underwritten public offering pursuant to an effective Registration Statement Statement, the reasonably anticipated aggregate price to the public of all shares sold in such public offering would exceed $15,000,000 and the underwriter must be declared effective by the SEC as promptly as possible but a nationally recognized underwriter; and (z) in any event no later than sixty (60) days after underwritten public offering contemplated by this Section 2 or Sections 3 and 4, the Shelf Registration Statement is filed pursuant Holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock shall be entitled to clause (i) (the “Shelf Registration”). Each Holder agreessell such shares of Series A Preferred Stock, severally but not jointlySeries B Preferred Stock, to furnish Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock to the Company (i) in writing, all information with respect to such Holder that underwriters for conversion and sale of the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECcontrary contained herein, the Company shall provide drafts thereof not be required to seek to cause a Registration Statement to become effective pursuant to this Section 2: (A) within 180 days after the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement effective date of a material fact or omit to state a material fact required to be stated therein or necessary to make Registration Statement filed by the statements thereinCompany, in provided that the light of the circumstances under which they were made, not misleading. The Company agrees to shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, achieve effectiveness of a registration requested hereunder promptly following such 180-day period if necessary, to promptly supplement or amend the Shelf Registration Statement, such request is made during such 180-day period; (B) if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to shall furnish to the Holders copies a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future due to pending Company events, or that it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, then the Company's obligation to use all reasonable best efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed 120 days from the date of receipt of written request from such Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period; (C) in any particular jurisdiction in which (i) the Company would be required to execute a general consent to service of process in affecting such supplement registration, qualification or amendment promptly after its being used compliance unless the Company is already subject to service in such jurisdiction or filed (ii) as a condition to such registration or qualification one or more holders of securities of the Company are required to escrow such securities or are required to agree to additional resale restrictions on such securities and such holders do not voluntarily agree to such provisions; and (D) if such registration is not proposed to be part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the SECCompany.

Required Registration. (a) The Company shall, within two (2) months after the Last Closing of the Offering of the Preferred Stock, file a registration statement on Form S-1 (or other suitable form), or a post-effective amendment to an effective registration statement (collectively, a "Registration Statement") at the Company's discretion, but subject to the reasonable approval of Subscribers), covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Preferred Stock or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Placement Agent Warrant plus at least Five Million Five Hundred Thousand (5,500,000) shares of Common Stock and shall cover, to the extent allowed by applicable law, such additional indeterminate number of shares of Common Stock as are required to effect conversion of the Preferred Stock due to fluctuations in the price of the Company's Common Stock. The Company shall (i) cause a Shelf use its best efforts to have the Registration Statement to be filed with declared effective as soon as possible. In the SEC (x) within thirty (30) days of the date event that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed determines, which determination shall be made by the Company and within five (5) business days after the last business day of each month after the Due Date or is notified at any time by a Holder, and (ii) use commercially reasonable efforts to cause such Shelf that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Conversion Price (as defined in the Certificate of Determination of the Preferred Stock) in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (also an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all the outstanding Warrants. If the Registration Statement is not filed within two (2) months after the Last Closing of the Offering, Company shall pay the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement is filed, payable in cash or Common Stock, as set forth below ("Late Filing Payment"). If the Registration Statement is not declared effective by the SEC as promptly as possible but in Due Date, or if any event no later than sixty (60) days after the Shelf Amended or New Registration Statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall pay the Subscribers an amount equal to two (2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant to clause (i) Section 3 of this Agreement is declared effective (the “Shelf Registration”"Late Registration Payment"). Each Holder agreesAny Late Filing Payment or Late Registration Payment shall be payable in Common Stock for the first three (3) months of accrual of such payments, severally but not jointlyand thereafter shall be payable in Common Stock or cash, at the Subscriber's option, as follows: If Subscriber elects to furnish to the Company (i) be paid in writingcash, all information with respect such late Filing Payment or Late Registration Payment shall be paid to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least Subscriber within five (5) business days prior following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECbe paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the Company shall provide drafts thereof issue to the Purchaser and its counselSubscriber the number of shares of Common Stock determined as set forth in Section 5(a) of the Certificate of Designation, and plus an additional number of shares of Common Stock attributable to such share of Preferred Stock (the Purchaser and its counsel shall be given a reasonable opportunity "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment + Late Filing Payment ----------------------------------------------- Conversion Price With respect to review and comment upon such Shelf Registration Statement. The Shelf Registration Statementthe Preferred Stock, "Conversion Price" has the definition ascribed to it in the form in which it becomes effective, will conform in all material respects with the requirements Certificate of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to Designation. Such Additional Shares shall also be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingdeemed "Registrable Securities" as defined herein. The Company agrees covenants to use its commercially reasonable best efforts to keep use Form S-1 for the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if registration required by the rules, regulations or instructions this Section during all applicable to the registration form used times contemplated by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthis Agreement.

Required Registration. The (a) At any time after the earlier of (i) --------------------- the effective date of any registration statement covering a public offering of securities of the Company under the Securities Act and (ii) the third anniversary of the date of this Agreement, the holders of Restricted Stock constituting at least 50% of the total shares of Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the -------- shares of Restricted Stock for which registration has been requested shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days constitute at least 20% of the date that a Holder requests total shares of Restricted Stock originally issued if such holder or holders shall request the Company to make registration of less than all shares of Restricted Stock then held by such filing holder or (y) on such other date as mutually agreed by the Company and a Holder, holders; and (ii) use commercially reasonable efforts have an anticipated aggregate public offering price of not less than $5 million. For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to cause include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares and any other shares of preferred stock of any series hereafter acquired held by such Shelf Registration Statement holder at such time, provided, however, that the -------- ------- only securities which the Company shall be required to register pursuant hereto shall be declared effective by the SEC as promptly as possible but shares of Common Stock, and provided, further, however, that, in any event -------- ------- ------- underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares and any other shares of preferred stock of any series hereafter acquired to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no later than sixty (60) request may be made under this Section 4 within 180 days after the Shelf Registration Statement is effective date of a registration statement filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given covering a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form firm commitment underwritten public offering in which it becomes effective, will conform the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall have been effectively registered all material respects with the requirements shares of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit Restricted Stock as to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECshall have been requested.

Required Registration. At any time -------------------- --------------------- after the date hereof, when Tracinda Beneficially Owns more than 5% of the outstanding shares of Voting Securities, Tracinda shall have the right, by written notice (the "Registration Notice") to the Company, to require the Company to use reasonable efforts to register (the "Required Registration") under the Securities Act of 1933 as amended (the "Securities Act") all or any portion (representing at least 3% of the Voting Securities then outstanding) of the Tracinda Shares then owned by Tracinda (the "Registrable Securities"), for sale in an underwritten public offering; provided that the Company shall -------- be obligated to register such Registrable Securities pursuant to this Section 3(b) on only two occasions. The Company shall be entitled to sell shares of Voting Securities (i) cause a Shelf Registration Statement to be filed newly issued or from shares held in treasury) pursuant to such Required Registration unless the managing underwriters of such Required Registration believe that such inclusion would adversely affect the success of the proposed offering by Tracinda. The investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Company; provided that the lead managing underwriter(s) shall be reasonably acceptable to Tracinda. Upon receipt of such Registration Notice, the Company will, as promptly as practicable, prepare and file with the SEC Securities and Exchange Commission (xthe "SEC") within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially its reasonable efforts to cause such Shelf Registration Statement to be declared become effective by the SEC as promptly as possible but promptly, and in any event no later than sixty within 90 days from its receipt of the Registration Notice a registration statement under the Securities Act for public sale in an underwritten public offering of the number of Registrable Securities specified in the Registration Notice; provided, however, that the -------- ------- Company shall be entitled to defer any such filing (60y) which would result in - an effective registration statement within six months of an underwritten offering by the Company of its equity securities for its own account or (z) - for a period of up to 180 days after upon a determination by the Shelf Registration Statement is filed pursuant to clause (i) (Company's Board of Directors that the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish filing of a registration statement at such time would be detrimental to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished due to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement pendency of a material fact acquisition or omit to state a material fact required to be stated therein financing or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially for other reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECcause.

Required Registration. The Company shall As promptly as practicable after the Closing, unless prohibited by Law, but in no event later than ten (i10) cause a Shelf Registration Statement to be filed calendar days after the Closing Date (or, if such date is any day on which the filing of documents with the SEC pursuant to the Exchange Act or the rules and regulations thereunder may not be made, then the next day thereafter on which the filing of such documents with the SEC may be made), Parent agrees to file a Registration Statement on Form S-3 or other applicable registration statement (xthe “Re-Sale Registration Statement”) within thirty (30) days to register the resale of any and all of the date that a Holder requests shares of Parent Common Stock issued or issuable pursuant to this Agreement (together, the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) “Shares”). Parent shall use its commercially reasonable efforts to cause such Shelf the SEC to declare the Re-Sale Registration Statement to be declared effective by the SEC as promptly as possible possible, but in any event no later than sixty (60) days the 90th day after the Shelf Closing; provided, however, that not less than two Business Days prior to the filing of the Re-Sale Registration Statement is or any amendment thereto or any supplement to the prospectus included therein, Parent shall provide the Shareholders’ Representative with a copy of the Re-Sale Registration Statement or amendment or supplement proposed to be filed pursuant and Parent agrees to clause (i) (consider all appropriate comments provided by the “Shelf Registration”). Each Holder agreesShareholders’ Representative with respect to the Re-Sale Registration Statement for inclusion in the Re-Sale Registration Statement; provided, severally but not jointlyfurther, to furnish that Parent shall have no liability to the Company or the Shareholders’ Representative for the failure of the SEC to declare the Re-Sale Registration Statement effective no later than the 90th day after the Closing if such failure is a result, directly or indirectly, of the Company’s or the Shareholders’ Representative’s failure to cooperate with Parent pursuant to the terms of this Agreement. Parent shall thereafter maintain the effectiveness of the Re-Sale Registration Statement until the earlier of (ia) in writingthe date on which all the Shares have been sold pursuant to the Re-Sale Registration Statement or Rule 144 promulgated under the Securities Act (“Rule 144”), all information with respect to and (b) such Holder time as Parent reasonably determines, based on an opinion of counsel, that the Company reasonably deems required or advisable holders of the Shares will be eligible to be included sell under Rule 144 all of the Shares then owned by them within the volume limitations imposed by paragraph (e) of Rule 144 in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to three-month period immediately following the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers termination of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to effectiveness of the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Re-Sale Registration Statement. The Shelf Registration Statement, Parent’s obligations contained in this Section 7.01 shall terminate on the form in which it becomes effective, will conform in all material respects with the requirements second anniversary of the Securities Act and the rules and regulations last date on which shares of the SEC thereunder and will not contain an untrue statement of a material fact Common Stock are issued or omit released from escrow pursuant to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthis Agreement.

Required Registration. The Company shall (a) Subject to the limitations contained in the last paragraph of Section 9.6 hereof, after receipt of a written request from Holders of Warrants and/or Warrant Stock representing the lesser of (A) an aggregate of 30% of the total of (i) cause a Shelf Registration Statement all shares of Warrant Stock then subject to be filed with the SEC (x) within thirty (30) days purchase upon exercise of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, all Warrants and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty all shares of Warrant Stock then outstanding and (60B) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to a number of shares of Warrant Stock which the Company (i) reasonably believes will, if sold in writinga public offering, all information with respect to such Holder yield proceeds of at least $500,000, requesting that the Company reasonably deems required or advisable to be included in effect the Shelf Registration Statement registration of Warrant Stock and Warrant Stock issuable upon the exercise of any other information necessary to make any of such information previously furnished to Holders' Warrants under the Company by such Holder not misleading Securities Act and (ii) completed and executed selling shareholder questionnaires, powers specifying the intended method of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECdisposition thereof, the Company shall provide drafts thereof promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights pursuant to Section 9.4 hereof, may elect (by written notice sent to the Purchaser and Company within 15 days from the date of such Holder's receipt of the aforementioned Company's notice) to have its counselshares of Warrant Stock included in such registration pursuant to this Section 9.3. Thereupon, and the Purchaser and Company shall, as expeditiously as possible, use its counsel shall be given a reasonable opportunity best efforts to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in effect the form in which it becomes effective, will conform in all material respects with the requirements of registration under the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue Warrant Stock which the company has been so requested to register by such Holders for sale, by filing a registration statement of with the Commission (a material fact or omit "Registration Statement"), all to state a material fact the extent required to be stated therein or necessary to make permit the statements thereindisposition (in accordance with the intended method thereof, in the light as aforesaid) of the circumstances under which they were madeWarrant Stock so registered; provided, however, that the Company shall not misleading. The be required to effect more than three registrations of the Warrant Stock pursuant to this Section 9.3, except that the Company agrees shall be required to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as effect one additional registration if the Holders hold any Registrable Securities. The Company further agrees, if necessary, requesting such registration agree to promptly supplement or amend assume all of the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for costs of such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECregistration.

Required Registration. The Company shall (a) At any time after the earliest of (i) cause six months after any registration statement covering a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days public offering of securities of the date that a Holder requests Company under the Securities Act shall have become effective (except for registration statements on Forms X-0, X-0 or any successor thereto or other registration statements relating either to the sale of securities to employees of the Company pursuant to make such filing a stock option, stock purchase or (y) on such other date as mutually agreed by the Company and similar plan or a HolderCommission Rule 145 transaction), and (ii) use commercially the third anniversary of the date hereof, the holders of Registrable Securities constituting at least fifty percent (50%) of the shares of Registrable Securities then outstanding (the “Initiating Holders”) may request the Company to register under the Securities Act all or any portion of the shares of Registrable Securities held by such requesting holder or holders for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such public offering must exceed $10,000,000. In the event of any underwritten public offering contemplated by this Section 3 or Sections 4 or 5, the holders of Preferred Stock shall be entitled to deliver such Preferred Stock to the underwriters for conversion and sale of the shares of Common Stock to be issued upon conversion thereof. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the account of the Company or any person other than requesting holders of Registrable Securities. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to take any action to effect any such registration, qualification, or compliance pursuant to this Section 3: (i) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of securities of the Company under the Securities Act; provided that the Company makes reasonable good faith efforts to cause such Shelf Registration Statement registration statement to become effective and provided, in the case of a public offering other than the initial public offering, that the Initiating Holders were permitted to register such shares as requested to be declared effective registered pursuant to Section 4 hereof without reduction by the SEC as promptly as possible but in any event no later than sixty underwriter thereof, (60ii) days after if the Shelf Registration Statement is filed holders of Registrable Securities propose to dispose of Registrable Securities all of which may be immediately registered on a Form S-3 registration statement pursuant to clause Section 5, (iiii) if within 30 days of receipt of a written request from Initiating Holders pursuant to this Section 3, the Company gives notice to the Initiating Holders of the Company’s intention to file a registration statement for a public offering within ninety (90) days, (iv) if the “Shelf Registration”). Each Holder agreesCompany shall furnish to Initiating Holders requesting a registration statement pursuant to this Section 3, severally but not jointlya certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, to furnish it would be seriously detrimental to the Company (i) and its stockholders for such registration statement to be effected at such time, in writing, all information with respect to such Holder that which event the Company reasonably deems required or advisable shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required exercised by the Company at least five not more than twice in any 12 month period or (5v) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and in any amendments thereto with the SEC, particular jurisdiction in which the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall would be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein qualify to do business or necessary to make the statements thereinexecute a general consent to service of process in effecting such registration, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement qualification or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECcompliance.

Required Registration. The (a) At any time beginning six (6) months following the date hereof, a Threshold Amount of Institutional Investors may, by written notice, request that the Company register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice; provided, however, that the Company shall (i) cause a Shelf Registration Statement not be obligated to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed register Restricted Stock pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company such request: (i) in writing, all information with respect to such Holder that any particular jurisdiction in which the Company reasonably deems would be required to qualify to do business or advisable to be included execute a general consent to service of process in the Shelf Registration Statement effecting such registration when it was not then so qualified and any other information necessary to make any had not filed such information previously furnished to the Company by such Holder not misleading and a consent; (ii) completed and executed selling shareholder questionnairessubject to Section 5(a) below, powers of attorney, indemnities and other documents reasonably required by during the Company at least five (5) period beginning 30 days prior to the anticipated filing, and ending on a date 90 days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Company’s capital stock; or (iii) if counsel to the Company opines to the requesting Institutional Investors that the filing date. Prior to filing of such a registration statement would require the Shelf Registration Statement and any amendments thereto with disclosure of material non-public information about the SECCompany, the Company shall provide drafts thereof to disclosure of which could have a material adverse effect on the Purchaser and its counselbusiness or financial condition of the Company, and the Purchaser and its counsel in which event no such registration statement shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in filed until the form in which it becomes effective, will conform in all material respects with the requirements earlier of the Securities Act and lapse of 90 days from the rules and regulations issuance of the SEC thereunder and will not contain an untrue statement opinion of Company counsel or the issuance of a material fact or omit to state a material fact subsequent opinion that such information is no longer required to be stated therein disclosed, is not material or necessary to make non-public, or its disclosure would not have a material adverse effect on the statements therein, in the light business or financial condition of the circumstances Company; provided, however, that the Company may not exercise its right under which they were made, not misleadingthis clause (iii) more than once in any 12-month period. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 360 days after the effective date of a registration form used statement filed by the Company for such Shelf Registration Statement covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been so requested (and which requests shall total at least twenty-five percent of the shares of Restricted Stock originally purchased by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECInstitutional Investors).

Required Registration. The (a) At any time after the twelve month anniversary of the closing of the Transactions, but subject to Section 7.5.3 of the Merger Agreement, and assuming the Company is eligible to register its securities as a secondary offering on Form S-3 (or a successor form), holders of at least fifty percent (50%) of the then outstanding shares of the Registrable Securities (as defined in Section 8 hereof) may request, in writing, that the Company effect the registration of Registrable Securities owned by such holders on a Form S-3 (or a successor form) that may be used for the registration of Registrable Securities. If the holders initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other holders to participate shall be conditioned on such holders’ participation in such underwriting. Upon receipt of any such request, the Company shall (i) cause a Shelf Registration Statement promptly give written notice of such proposed registration to be filed with all holders of the SEC (x) Registrable Securities and holders of Common Stock who have been granted registration rights. Such holders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration a number of their securities, including the Registrable Securities, as such holders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the securities, including the Registrable Securities, requested to be registered by all holders may not be included in the offering, then the number of shares to be included in such offering shall be reduced, and shares shall be excluded from such offering in a number deemed necessary by such managing underwriter. In the event an exclusion of shares is necessary, subject to priority rights, if any, of holders of shares subject to registration rights agreements dated prior to the date that a Holder requests hereof, if any (“Prior Registration Rights Holders”), the Company to make shall include shares in such filing or registration in the following order: (yi) on such other date as mutually agreed by first, the Company and a Holder, and securities of the Prior Registration Rights Holders; (ii) use commercially reasonable efforts to cause second, the securities of the Purchasers or their successors or assigns where such Shelf Registration Statement persons hold Registrable Securities; and (iii) third, the other securities requested to be declared effective included therein by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to other holders of the Company (i) securities requested to be included in writingsuch registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder. To the extent that all information with respect to such Holder that of the Company reasonably deems required or advisable Registrable Securities requested to be included in the Shelf Registration Statement and any other information necessary underwritten offering cannot be included, holders of Registrable Securities shall participate in such offering pro rata, based on the number of shares of Registrable Securities each holder proposed to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing dateinclude. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECThereupon, the Company shall provide drafts thereof shall, as expeditiously as possible, use its best efforts to effect the Purchaser and its counsel, and registration (on a form that may be used for the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements registration of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend ) of all the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Registrable Securities which the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees has been requested to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECso register.

Required Registration. The Company shall (ia) cause a Shelf Registration Statement to be filed with At any time after 180 days after any registration statement covering the SEC (x) within thirty (30) days initial public offering of securities of the date that a Holder requests Company under the Securities Act shall have become effective, the holders of Senior Securities constituting at least 50% of the total outstanding shares of Restricted Stock then held by the holders of Senior Securities may request the Company to make register under the Securities Act all or any portion of the shares of Restricted Stock held by such filing requesting holder or (y) on holders for sale in the manner specified in such other notice. For purposes of this Section 4 and Sections 5 and 6, the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, provided, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Securities shall be entitled to sell such Preferred Securities to the underwriters for conversion or exercise and sale of the shares of Common Stock issued upon conversion or exercise thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date as mutually agreed of a registration statement filed by the Company and covering a Holder, and (ii) use commercially reasonable efforts firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed join pursuant to clause (i) (Sections 5 or 6 and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested. If any registration made pursuant to this Section 4 is an underwritten offering, then the “Shelf Registration”). Each Holder agreesholders of the Senior Securities holding at least 50% of the total shares of Restricted Stock being included in the underwritten offering shall select the underwriter, severally but not jointly, subject to furnish to the consent of the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to which consent shall not be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECunreasonably withheld).

Required Registration. The Company shall (a) At any time after the earliest of (i) cause six (6) months after any registration statement covering the initial public offering of securities of the Company under the Securities Act shall have become effective, (ii) six (6) months after the Company shall have become a Shelf Registration Statement to be filed with reporting company under Section 12 of the SEC Exchange Act, and (xiii) within thirty the third (303rd) days anniversary of the date that a Holder requests of this Agreement, the holders of Restricted Stock constituting at least 40% of the total shares of Restricted Stock then outstanding may request the Company to make register under the Securities Act all or any portion of the shares of Restricted Stock held by such filing requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders (yor any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 4 and Sections 5, 6, 13(a) on and 13(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such other date as mutually agreed by holder at such time, provided, however, that the only securities which the Company and a Holdershall be required to register pursuant hereto shall be shares of Common Stock, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but provided, further, however, that, in any event underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no later than sixty request may be made under this Section 4 within one hundred eighty (60180) days after the Shelf Registration Statement is effective date of a registration statement filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given covering a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form firm commitment underwritten public offering in which it becomes effective, will conform the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall have been effectively registered all material respects with the requirements shares of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit Restricted Stock as to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECshall have been requested.

Required Registration. As soon as practicable after June 6, --------------------- 1997, the Company shall use its best efforts to effect the registration Form S- 3, in accordance with Rule 415 under the Securities Act, to permit the offer and sale of the Registrable Securities by the Holders from time to time on a delayed or continuous basis; provided, however, if in the opinion of an independent -------- ------- investment banking firm such registration would, if not deferred, materially and adversely affect a proposed business or financial transaction of substantial importance to the Company's financial condition (a "Substantial Business Transaction"), the Company may defer such registration for a single period (specified in such notice) of not more than ninety (90) days. The Company shall use its best efforts to keep such registration continuously effective and current until all of the Registrable Shares covered thereby shall become eligible to be sold pursuant to the provisions of Rule 144(k) under the Securities Act or any successor thereto. Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Company that: (i) cause a Shelf Registration Statement the Company has received an opinion of counsel that the making of offers and sales pursuant to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests registration would require the Company to make such filing additional disclosure by amending or supplementing a prospectus included in the registration statement for the registration (yother than information with respect to the Holders of Registrable Securities, the plan of distribution thereof or the sale thereof) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts the Board of Directors of the Company has determined that making such disclosure would not be in the best interest of the Company's shareholders, the Company shall have the right to cause suspend sales under the registration. Upon receipt of any such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed notice, each Holder of Registrable Securities will forthwith discontinue such Holder's disposition of such Registrable Securities pursuant to clause the registration until the Company shall have provided notice that such Holder may resume such disposition (each such period of discontinuation of disposition, a "Black-Out Period"); provided that (i) (no Black-Out Period shall be effective unless a comparable Black-Out Period shall be applicable to sales by the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement Company's officers and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading directors; and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by no Black-Out Period shall be effective at any time when the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements is publicly selling shares of the Securities Act and the rules and regulations Common Stock of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECCompany.

Required Registration. Whenever the Company shall receive a written request therefor from any holder or holders of at least 10% of the Registrable Stock, the Company shall promptly prepare and file a registration statement under the Securities Act covering the Registrable Stock which is the subject of such request and shall use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such request, the Company shall promptly give written notice to all holders of Registrable Stock that such registration is to be effected. The Company shall (i) cause a Shelf Registration Statement include in such registration statement such Registrable Stock for which it has received written requests to be filed with register such shares by the SEC (x) holders thereof within thirty (30) days after the effectiveness of the date that a Holder requests Company's written notice to such other holders. Notwithstanding the foregoing, the Company to make such may delay the filing or of a registration statement under this Section 11(a) (y) on such other date as mutually agreed by the Company and than a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement registration statement required to be declared effective by filed pursuant to Section 2.9 of the SEC as promptly as possible but in any event no later than Loan Agreement) for a period of up to sixty (60) days after days, if in the Shelf Registration Statement is filed pursuant to clause (i) (good faith judgment of the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to Board of Directors of the Company (i) in writingsuch filing would interfere with pending confidential, all information with respect to such Holder nonpublic material negotiations that the Company reasonably deems required is engaged in. The Company shall not be obligated to prepare, file and cause to become effective more than two (2) registration statements pursuant to this Section 11(a) (excluding therefrom any registration statement which is withdrawn prior to effectiveness or advisable otherwise and excluding therefrom any registration statement pursuant to Section 2.9 of the Loan Agreement). If, in the good faith judgment of the managing underwriter, if any, of such public offering, the inclusion of all of the Registrable Stock covered by requests for registration pursuant to this Section 11(a) would materially and adversely affect the successful marketing of a lesser amount of Registrable Stock, after giving priority to the shares of Registrable Stock over all other persons who may participate in such registration, the number of shares of Registrable Stock otherwise to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished underwritten public offering shall be reduced to the Company required level with the participation in such offering to be pro rata among the holders of Registrable Stock requesting such registration, based upon the number of shares of Registrable Stock owned by such Holder not misleading holders; and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required those shares which are excluded from the underwritten public offering shall be withheld from the market by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts holders thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given for a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were madeperiod, not misleading. The Company agrees to use its commercially reasonable efforts to keep exceed ninety (90) days, which the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.managing underwriter

Required Registration. The Company shall (a) At any time after the earlier of (i) 90 days after any Registration Statement covering a public offering of securities of the Company under the Securities Act having become effective and (ii) May 22, 2003, the Holder or Holders of at least thirty (30%) percent of all Registrable Stock then outstanding (the "Initiating Holders") may by notice in writing to the Company request the Company to register under the Securities Act all or any portion of shares of Registrable Stock held by such Initiating Holder or Holders for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of all shares of Registrable Stock requested to be included in such public offering shall exceed $10,000,000. Notwithstanding anything to the contrary contained herein, the Company shall not be required to seek to cause a Shelf Registration Statement to become effective pursuant to this Section 2: (A) within a period of 180 days after the effective date of a Registration Statement filed by the Company, provided that the Company shall use its best efforts to cause a registration requested hereunder to be declared effective promptly following such period if such request is made during such period; (B) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company or its stockholders for a Registration Statement to be filed with at such time, or that it would require disclosure of material non-public information relating to the SEC (x) within thirty (30) days Company which, in the reasonable opinion of the date that a Holder requests Board of Directors, should not be disclosed, then the Company Company's obligation to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially all reasonable efforts to cause register, qualify or comply under this Section 2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from such Shelf Registration Statement to be declared effective by Holders; provided, however, that the SEC as promptly as possible but -------- ------- Company may not utilize this deferral right more than twice in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECtwelve- month period.

Required Registration. The (a) At any time commencing ninety (90) days after any registration statement covering a Qualified Public Offering shall have become effective and ending ten (10) years after the date of said Qualified Public Offering, the holder of the Note may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder for sale in the manner specified in such notice and the Company will use its best efforts to cause such stock to be registered, provided, that the shares of Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of the Company's Common Stock issued or issuable upon the conversion of the Note if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder. For Purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of the Note upon conversion of the entire outstanding principal of the Note, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Conversion Shares or DeWalt Shares shall be entitled to sell such Conversion Shares or DeWalt Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, (i) cause a Shelf Registration Statement to no request may be filed with the SEC made under this Section 4 (xa) within thirty the Restricted Period (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holderdefined below), and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit be obligated to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances effect more than two (2) registrations under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthis Section 4 (a).

Required Registration. On or prior to the Filing Date, the Company --------------------- shall prepare and file with the Commission a "shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (or on another form appropriate for such registration in accordance herewith). The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC not permit any securities other than (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or Registrable Securities and (y) those securities identified on such other date as mutually agreed by Schedule 2(a) hereto to be included in the Company and a Holder, Registration Statement and (ii) use commercially reasonable its best efforts to cause the Registration Statement to be declared effective under the Securities Act (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) within one hundred and twenty (120) days from the First Tranche Closing Date, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional -------------------- Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Conversion Shares and the Warrant Shares based upon the computation on the Second Tranche Closing Date, the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall use its best efforts to cause such Shelf additional Registration Statement to be declared effective by the SEC Commission as promptly soon as possible possible, but in any no event no later than sixty thirty (6030) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECfiling.

Required Registration. (a) The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days holders of Restricted Stock constituting at least 40% of the date that a Holder requests total shares of Restricted Stock then outstanding may request the Company to make register under the Securities Act all or any portion of the shares of Restricted Stock held by such filing requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock for which registration has been requested shall constitute at least 20% of the total shares of Restricted Stock originally issued if such holder or holders shall request the registration of less than all shares of restricted Stock then held by such holder or holders (yor any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $2,000,000). For purposes of this Section 4 and Sections 5, 6, 13(a) on and 13(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Stock upon conversion of all shares of Preferred Stock held by such other holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Stock shall be entitled to sell such Preferred Stock to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 180 days after the effective date as mutually agreed of a registration statement filed by the Company and covering a Holder, and (ii) use commercially reasonable efforts firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed join pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required Sections 5 or advisable to be included in the Shelf Registration Statement 6 and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in there shall have been effectively registered all material respects with the requirements shares of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit restricted Stock as to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECshall have been requested.

Required Registration. Subject to the terms of this Section 2 and --------------------- Section 5, after receipt of a written request from the holders of Registrable Securities requesting that Company effect a registration under the Securities Act covering at least 30% of the Registrable Securities then outstanding, and specifying the intended method or method of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have Registrable Securities included in such registration thereof pursuant this Section 2. Thereupon Company shall, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that Company shall not be required to effect more than one (1) registration per year of Registrable Securities pursuant to this Section 2 and a total of five (5) registrations of Registrable Securities pursuant to this Section 2 during the term of this Agreement (excluding a Registration Statement on Form S-3 (or other comparable or successor short form) registering the offer and sale of Registrable Securities in one distribution or from time to time in the manner contemplated by Rule 415 of the Securities Act (a "Shelf Registration Statement")). During the two-year period following the date of this Agreement, the Company will be permitted to satisfy its obligations under this Section 2 by filing a Shelf Registration Statement. Following the second anniversary of the date of this Agreement or in the event that the Company does not qualify to use Form S-3 for the offer and sale of Registrable Securities during the two year period following the date of this Agreement, the Holders may require the Company to register Registrable Securities on any applicable form including Form S-1 (or its successor form). The Company shall (i) cause not be required to file a Registration Statement at a time when a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but covering Registrable Securities is then in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECeffect.

Required Registration. At any time after the one (1) year anniversary of the First Tranche Closing Date, and only so long as the Purchaser is unable to sell all of the Shares under Rule 144(k), the Purchaser may request the Company to register under the Securities Act on Form S-3 up to 10,000,000 shares (including for this purpose the number of shares of Common Stock issuable upon conversion of the Preferred Stock and, to the extent other registration rights are not provided by the terms of any financing in which the Convertible Note is converted, the Convertible Note) determined on a cumulative basis including all shares of Common Stock registered for Purchaser pursuant to its rights under this Section 11, so long as the number of shares equals at least 25% of the total Shares originally issued to the Purchaser (including for this purpose the number of shares of Common Stock issuable upon conversion of the Preferred Stock): provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided further that, in any underwritten public offering contemplated hereby the Purchaser shall be entitled to sell the Preferred Stock to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this subsection 11(a) within 180 days after the effective date of a registration statement or any amendment thereto filed by the Company covering a firm commitment underwritten public offering in which the Purchaser shall have been entitled to join pursuant to subsection 11(b) and in which there shall have been effectively registered all shares as to which registration shall have been requested. The Company shall (ibe obligated to register shares pursuant to this subsection 11(a) cause a Shelf Registration Statement on two occasions only, and in each case the registration statement for such shares will be subject to be filed with suspension or termination to the SEC (x) within thirty (30) days same extent that all other registration statements of the date that a Holder requests the Company to make such filing covering resale of shares of Common Stock by selling stockholders are similarly suspended or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECterminated.

Required Registration. The Company shall (a) At any time after the earlier of (i) cause 180 --------------------- days following the consummation of a Shelf Registration Statement to be filed with Qualified Public Offering (as defined in the SEC (xStock Purchase Agreement) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts June 15, 2001, the Investor Stockholders holding Restricted Stock constituting at least 66 2/3% of the total shares of Restricted Stock held by Investor Stockholders then outstanding, ITI or Casty may request the Company to cause register under the Securities Act all or any portion of the shares of Restricted Stock held by such Shelf requesting holder or holders for sale in the manner specified in such notice, provided that the shares of -------- Restricted Stock for which registration has been requested shall have a reasonably anticipated aggregate price to the public which is at least $15,000,000 (the "Minimum Offering Price"); provided further that neither ITI -------- ------- nor Casty shall request such registration prior to a Qualified Public Offering without the consent of UBS. The only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, provided, -------- however, that, in any underwritten public offering contemplated by this Section ------- 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, the Company shall not be required to file any registration statement under this Section 4, within such period of time after the effective date of any earlier registration statement relating to an underwritten public offering (other than a registration statement on Form S-3 or any successor thereto relating to the resale of securities of the Company acquired in connection with an acquisition or similar transaction (each, an "Acquisition Registration Statement Statement")) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such time period shall not exceed 180 days. Stock proposed to be declared effective sold by the SEC as promptly as possible but parties participating in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (demand registration of Restricted Stock under this Section 4, pro rata based upon the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable --- ---- number of shares of Restricted Stock proposed to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company sold by such Holder not misleading holders; and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required second securities held by the Company at least five (5) days prior to the anticipated filing dateCompany. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the The Company shall provide drafts thereof be obligated to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity ------ register Restricted Stock pursuant to review and comment upon such Shelf Registration Statement. The Shelf Registration Statementthis Section 4, in the form case of registrations requested by each of the Investor Stockholders, ITI and Casty on three occasions only, provided, however, that such obligation shall be deemed -------- ------- satisfied only when a registration statement covering all shares of Restricted Stock specified in which it becomes effectivedemand notices delivered pursuant to Section 4(a), will conform for sale in all material respects accordance with the requirements method of disposition specified by the Securities Act and the rules and regulations requesting holders, shall have become effective and, if such method of the SEC thereunder and will not contain an untrue statement of disposition is a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinfirm commitment underwritten public offering, all such shares designated in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECnotice shall have been sold pursuant thereto.

Required Registration. The Company shall (a) At any time after the earlier of (i) cause six (6) months after any registration statement covering a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days public offering of securities of the date that a Holder requests Company under the Company to make such filing or (y) on such other date as mutually agreed by the Company and a HolderSecurities Act shall have become effective, and (ii) use commercially reasonable efforts the fourth anniversary of the date of this Agreement, the holders of Restricted Stock constituting at least sixty-six and two-thirds percent (66 2/3%) of the total shares of Restricted Stock then outstanding may request the Company to cause register under the Securities Act all or any portion of the shares of Restricted Stock held by such Shelf Registration Statement requesting holder or holders for sale in the manner specified in such notice, provided that the minimum offering price of such Restricted Stock shall be at least $1,000,000. For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term "Restricted Stock" shall be deemed to include (i) the number of shares of Restricted Stock which would be declared issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, (ii) the number of shares of Restricted Stock which would be issuable, at such time, to a holder of Preferred Warrants upon the exercise of such Preferred Warrant and subsequent conversion of the Preferred Warrant Shares, and (iii) the number of shares of Restricted Stock which would be issuable, at such time, to a holder of Note Warrants upon the exercise of such Note Warrants, provided, however, that the only securities which the Company shall be required to register in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, a holder of Preferred Shares, Preferred Warrants, Preferred Warrant Shares or Note Warrants shall be entitled to sell such Preferred Shares, Preferred Warrants, Preferred Warrant Shares or Note Warrants to the Underwriters for conversion or exercise, as the case may be, and sale of the shares of Common Stock issued upon conversion or exercise thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within one hundred eighty (180) days after the effective date of a registration statement filed by the SEC Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Sections 5 or 6 in which there shall have been effectively registered all shares of Restricted Stock as promptly as possible but in any event no later than to which registration shall have been requested; provided, further, that such one hundred eighty (180) day period may be extended for up to an additional sixty (60) days after by a majority vote of both the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers Company's Board of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, Directors and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECCompany's shareholders.

Required Registration. The (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The number of Registrable Securities that the Company will include in the Initial Registration Statement shall cover the Initial Required Registration Amount, which is 125% of the sum of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days maximum number of shares of Common Stock issuable upon conversion of the date that a Holder requests Debentures at the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, initial conversion price thereof and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants, and all subject to adjustment as provided in Section 2(c). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause such Shelf a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective by under the SEC Securities Act as promptly as possible after the filing thereof, but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counselapplicable Effectiveness Date, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such Registration Statement continuously effective for as long as under the Holders hold any Securities Act until the earlier of (i) the date that all Registrable SecuritiesSecurities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement (the “Effectiveness Period”). The Company further agreesshall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, if necessarywhich shall be the date requested for effectiveness of such Registration Statement. The Company shall, to promptly supplement or amend by 9:30 a.m. Eastern Time on the Shelf Trading Day after the effective date of such Registration Statement, if file a final Prospectus with the Commission as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECRule 424.

Required Registration. The Company rights ("Required Registration") of holders of Warrants or Warrant Stock under this Section 9.3 shall expire on the Expiration Date. After receipt of a written request from holders of Warrants or Warrant Stock representing at least an aggregate of 50 percent of the total of (i) cause a Shelf Registration Statement all shares of Warrant Stock then subject to be filed with the SEC (x) within thirty (30) days issuance upon exercise of the date that a Holder requests the Company to make such filing all Warrants or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but all shares of Warrant Stock then Outstanding having an aggregate Current Market Price in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesexcess of $400,000, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder requesting that the Company reasonably deems required effect the registration of Warrant Stock issuable upon the exercise of such holder's Warrants or advisable to be included in of any of such holder's Warrant Stock under the Shelf Registration Statement Securities Act and any other information necessary to make any such information previously furnished to specifying the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers intended method or methods of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECdisposition thereof, the Company shall provide drafts thereof promptly notify all holders of Warrants and Warrant Stock in writing of the receipt of such request and each such holder, in lieu of exercising its rights under Section 9.4, may elect (by written notice specifying the intended method or methods of disposition of Warrant Stock sent to the Purchaser and Company within 10 Business Days from the date of such holder's receipt of the aforementioned Company's notice) to have such holder's shares of Warrant Stock included in such registration thereof pursuant to this Section 9.3. Thereupon the Company shall, as expeditiously as is possible, use its counsel, and best efforts to effect the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of registration under the Securities Act and of all shares of Warrant Stock which the rules and regulations Company has been so requested to register by such holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the SEC thereunder and will Warrant Stock so registered; provided, however, that the Company shall not contain an untrue statement of a material fact or omit to state a material fact be required to effect more than one registration of any Warrant Stock pursuant to this Section 9.3. No holder of any other warrant, Convertible Securities or other right to purchase shares of Common Stock shall receive or be stated therein or necessary entitled to make receive registration rights that are more favorable than the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable registration rights available to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish Holder pursuant to the Holders copies terms of any such supplement or amendment promptly after its being used or filed with the SECthis Section 9.

Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as As promptly as possible practicable after the Closing, but in any no event no later than sixty ninety (6090) days after the Shelf date of the Closing, the Issuer agrees to file a Registration Statement is filed pursuant to clause register the resale of all the Shares and Warrant Shares (iwhich shall not include an underwritten offering) (the “Shelf Registration”a "REQUIRED REGISTRATION"). Each Holder agrees, severally but not jointly, to furnish to the Company Not less than two (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (52) days prior to the anticipated filing date. Prior to filing of the Shelf Registration Statement, the Issuer shall provide each of the Investors (or, if an Investor shall have so instructed the Issuer, the investment adviser of such Investor) with a copy of the Registration Statement proposed to be filed and any amendments thereto shall consider all (but shall not be obligated to give effect to any) appropriate comments that are timely provided by such Investors with the SEC, the Company shall provide drafts thereof respect to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of Issuer shall use its reasonable best efforts to cause the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make declare the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as no later than the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend ninetieth (90th) day following the Shelf Registration Statement, if required by date the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or is filed with the SEC. In the event that the Registration Statement has not been filed on or prior to the one hundred twentieth (120th) day after the date of the Closing (the "REGISTRATION DEADLINE"), then in addition to any other rights the Holders may have hereunder or under applicable law, on each monthly anniversary of such Registration Deadline until the date on which the Registration Statement is first filed, the Issuer shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate Purchase Price originally paid in connection with the acquisition pursuant to the terms of this Agreement of the Registrable Securities then held by such Holder. Once the Registration Statement has been declared effective, the Issuer shall thereafter maintain the effectiveness of the Registration Statement until the earlier of: (i) the date on which all the Shares and Warrant Shares have been sold pursuant to the Registration Statement or Rule 144; or (ii) such time as the Issuer reasonably determines, based on the advice of counsel, that each Holder, acting independently of all other Holders, will be eligible to sell under Rule 144 all the Shares and Warrant Shares then owned by such Holder within the volume limitations imposed by paragraph (e) of Rule 144 in the three (3) month period immediately following the termination of the effectiveness of the Registration Statement. Notwithstanding the foregoing, the Issuer's obligations contained in this SECTION 6.2 shall terminate on the second (2nd) anniversary of the date of the Closing.

Required Registration. The Company shall (i) cause a Shelf Registration Statement If at any time after the earlier to be filed with occur of the SEC (x) within thirty (30) days fourth anniversary of the Closing Date or the date that a Holder requests is six-months after the closing of the Company's initial Public Offering, the Company to make such filing shall receive a written request therefor from holders of a majority of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares or Warrant Stock (y) on such other date as mutually agreed by the "Registrable Shares"), the Company shall prepare and file a Holderregistration statement under the Securities Act covering the Registrable Shares, which are the subject of such request and (ii) shall use commercially reasonable its best efforts to cause such Shelf Registration Statement registration statement to become effective. The Company shall be obligated to prepare, file and cause to become effective only two registration statements (other than on Form S-3 or any successor form promulgated by the Commission ("Form S-3")) pursuant to this Section 8.1, and to pay the expenses associated with such registration statements. Notwithstanding the foregoing, the holders of a majority of the Registrable Shares may require, pursuant to this Section 8.1, the Company to file, and to pay the expenses associated with, any number of registration statements on Form S-3, if such form is then available for use by the Company. In the event that holders of a majority of the Registrable Shares participating in the registration determine for any reason not to proceed with such registration at any time before a registration statement has been declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after Commission, and such registration statement, if theretofore filed with the Shelf Registration Statement Commission, is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information withdrawn with respect to the Registrable Shares covered thereby, and the holders of the Registrable Shares participating in such Holder that registration each agree to bear their own expenses incurred in connection therewith and to reimburse the Company, on a pro rata basis, for the expenses incurred by it attributable to the registration of such Registrable Shares, then such holders shall not be deemed to have exercised their right to require the Company reasonably deems required or advisable to be included in register Registrable Shares pursuant to this Section 8.1. If, at the Shelf Registration Statement and time any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required written request for registration is received by the Company at least five (5) days prior pursuant to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECthis Section 8.1, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall provide drafts thereof be deemed to the Purchaser and its counselhave been given pursuant to Section 8.2 hereof rather than this Section 8.1, and the Purchaser and its counsel rights of the holders of Registrable Shares covered by such written request shall be given governed by Section 8.2 hereof. Without the written consent of the holders of Registrable Shares, neither the Company nor any other holder of securities of the Company may include securities in a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, registration effected under this Section 8.1 if in the form in which it becomes effective, will conform in all material respects good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the requirements successful marketing of the Securities Act and Purchased Stock or require the rules and regulations exclusion of any portion of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required Registrable Shares to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECregistered.

Required Registration. The If the Company shall (i) cause receives a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days written request therefor from any record holder or holders of an aggregate of at least a majority of the date that a Holder requests shares of Purchased Stock (as hereinafter defined) not theretofore registered under the 1933 Act and sold, the Company to make will prepare and file a registration statement on Form S-3 under the 1933 Act covering the shares of Purchased Stock which are the subject of such filing or (y) on such other date as mutually agreed by the Company request and a Holder, and (ii) shall use commercially reasonable its best efforts to cause such Shelf Registration Statement registration statement to become effective. In addition, upon the receipt of such request, the Company will promptly give written notice to all other record holders of shares of Purchased Stock not theretofore registered under the 1933 Act and sold that such registration is to be effected. The Company will include in such registration statement such shares of Purchased Stock for which it has received written requests to register by such other record holders within 30 days after the delivery of the Company's written notice to such other record holders. The Company will be obligated to prepare, file and cause to become effective only one registration statement pursuant to this Section 1, will be obligated only to register such shares of Purchased Stock on Form S-3 and to pay all costs and expenses associated with such registration statement. Notwithstanding the foregoing, the record holder or holders of an aggregate of at least a majority of the shares of Purchased Stock not theretofore registered under the 1933 Act and sold may require, pursuant to this Section 1, the Company to prepare, file and cause to become effective any number of registration statements but such holder or holders will bear their own costs and expenses and reimburse the company for its costs and expenses associated with such registration statements and the Company will not be required to comply with more than two such requests per year. In the event that the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 1 determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the SEC as promptly as possible but Securities and Exchange Commission (the "Commission"), and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Purchased Stock covered thereby, and the holders of such Purchased Stock agree to bear their own expenses incurred in any event no later than sixty (60) days after connection therewith and to reimburse the Shelf Registration Statement is filed Company for the expenses incurred by it attributable to the registration of such Purchased Stock, then the holders of such Purchased Stock shall not be deemed to have exercised their right to require the Company to register Purchased Stock pursuant to clause (i) (this Section 1. Without the “Shelf Registration”)written consent of the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 1, neither the Company nor any other holder of securities of the Company may include securities in such registration if in the good faith judgment of the managing underwriter, if any, of such public offering the inclusion of such securities would interfere with the successful marketing of the Purchased Stock or require the exclusion of any portion of the Purchased Stock to be registered. Each Holder agreesThe rights granted by this Section 1 may be transferred to and are exercisable by subsequent transferee of any shares of Purchased Stock, severally but not jointly, except with respect to furnish shares of Purchased Stock that have been registered under the 1933 Act and sold. The holders of the Purchased Stock hereby acknowledge that prior to the Company (i) in writingproceeding with the actual filing of a registration statement on Form S-3 for the Purchased Stock, all information with respect to the holders must exercise the Options and tender the consideration for such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished exercise to the Company by such Holder not misleading in accordance with the terms and (ii) completed and executed selling shareholder questionnairesconditions of the Option Agreement. In addition, powers the holders of attorney, indemnities and other documents reasonably required by the Purchased Stock acknowledge that the rights granted hereunder only obligate the Company at least five (5) days prior to file a Registration Statement on Form S-3, if available to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingCompany. The Company agrees is under no obligation to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold file any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf other form of Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Required Registration. The (a) If any Registrable Securities were issued to the Stockholders pursuant to the Merger Agreement without registration under the Securities Act, the Company shall use its reasonable best efforts to register Registrable Securities under the Securities Act for sale as follows: (i) cause a Shelf Registration Statement the Company will register once, during each three-month period in the one-year period commencing on the Closing Date, that number of shares of Registrable Securities held by each such Stockholder that does not exceed, for each such three-month period, one percent (1%) of the then outstanding Company Common Stock; provided that the number of shares permitted to be filed with sold in such three-month periods shall be cumulative, and any Stockholder that does not sell the SEC full one percent (x1%) within thirty in a given three-month period may cumulate the number of shares not so sold and sell such unsold shares in a subsequent three- month period; (30ii) days from the first anniversary of the date that a Holder requests Closing Date until the third anniversary of the Closing Date (as may be extended pursuant to Section 3(c) below), the Company will, upon a request from Stockholders holding at least 70% of the Registrable Securities initially issued pursuant to make the Merger Agreement, register any Registrable Securities on Form S-3 (or any successor form) or, if such filing or (y) form is unavailable to the Company, on such other date form as mutually agreed by is available to the Company; provided each such request relates to the registration of shares having a market value of at least $5,000,000 if registered on Form S-1 or $1,000,000 if registered on Form S-3; and (iii) the Company and a Holdershall use diligent efforts: (A) in the case of the first registration pursuant to Section 3(a)(i), and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement registration statement to be declared become effective by under the SEC as promptly as possible but in any event no Securities Act not later than sixty the business day next following the expiration of the Pooling Period; (60B) days after in the Shelf Registration Statement is filed case of each other registration pursuant to Section 3(a)(i), to cause such registration statement to become effective under the Securities Act not later than the first day of each successive three-month period; and (C) in the case of the first registration requested pursuant clause (ia)(ii) (the “Shelf Registration”). Each Holder agreesof this Section 3, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to if such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company request is delivered at least five (5) 45 days prior to the anticipated filing date. Prior first anniversary of the Closing Date, to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof cause such registration statement to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of become effective under the Securities Act and not later than the rules and regulations business day next following the first anniversary of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECClosing Date.

Required Registration. (a) The Company shall file, by the Filing Date, a registration statement ("Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of Subscribers), covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Preferred Stock or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Placement Agent Warrant plus at least Two Million Eight Hundred Thousand (2,800,000) shares of Common Stock and (including SEC Rule 416), shall state such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of the Warrants (i) cause a Shelf to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof, as the case may be. The Company shall use its best efforts to have the Registration Statement to be filed with declared effective as soon as possible. In the SEC (x) within thirty (30) days of the date event that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed determines, which determination shall be made by the Company and within five (5) business days after the last business day of each month after the Due Date or is notified at any time by a Holder, and (ii) use commercially reasonable efforts to cause such Shelf that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Conversion Price (as defined in the Certificate of Designation of the Series A Preferred Stock) in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to at least one hundred fifty percent (150%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all the outstanding Warrants. If the Registration Statement is not filed by the Filing Date, Company shall pay the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement is filed, payable in cash or Common Stock, at the Subscriber's option, as set forth below ("Late Filing Payment"). If the Registration Statement is not declared effective by the SEC as promptly as possible but in Due Date, or if any event no later than sixty (60) days after the Shelf Amended or New Registration Statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall pay the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant to clause (i) Section 3 of this Agreement is declared effective (the “Shelf Registration”"Late Registration Payment"). Each Holder agreesAny Late Filing Payment or Late Registration Payment shall be payable in cash or Common Stock, severally but not jointlyat the Subscriber's option, as follows: If Subscriber elects to furnish to the Company (i) be paid in writingcash, all information with respect such late Filing Payment or Late Registration Payment shall be paid to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least Subscriber within five (5) business days prior following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECbe paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the Company shall provide drafts thereof issue to the Purchaser and its counsel, and Subscriber the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, number of shares of Common Stock determined as set forth in the form in which it becomes effective, will conform in all material respects with the requirements Section 5(a) of the Securities Act and Certificate of Designation, plus an additional number of shares of Common Stock attributable to such share of Preferred Stock (the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf "Additional Shares") determined as set forth below: Additional Shares = Late Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.Payment + Late Filing Payment ----------------------------------------------- Conversion Price

Required Registration. If the Company shall receive a written --------------------- request therefor from any record holder or holders of an aggregate of at least a majority of the Registrable Securities not theretofore registered under the Securities Act and sold, the Company shall prepare and file a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request and shall use its best efforts to cause such registration statement to become effective. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of Registrable Securities not theretofore registered under the Securities Act and sold that such registration is to be effected. The Company shall (i) cause a Shelf Registration Statement include in such registration statement such Registrable Securities for which it has received written requests to be filed with register by such other record holders within 30 days after the SEC (x) within thirty (30) days delivery of the date that a Holder requests the Company Company's written notice to make such filing or (y) on such other date as mutually agreed record holders. The Company shall be obligated to prepare, file and cause to become effective any number of registration statements on Form S-3 or any successor form promulgated by the Commission ("Form S-3") (if such form is then available for use by the Company and a Holderthe holders of Registrable Securities) pursuant to this Section 1.2, and (ii) use commercially reasonable efforts to cause pay the expenses associated with such Shelf Registration Statement to be declared effective by registration statements. If, at the SEC as promptly as possible but in time any event no later than sixty (60) days after the Shelf Registration Statement written request for registration is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required received by the Company at least five (5) days prior pursuant to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECthis Section 1.2, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall provide drafts thereof be deemed to the Purchaser and its counselhave been given pursuant to Section 1.3 hereof rather than this Section 1.2, and the Purchaser and its counsel rights of the holders of Registrable Securities covered by such written request shall be given governed by Section 1.3 hereof. Without the written consent of the holders of a reasonable opportunity majority of the Registrable Securities for which registration has been requested pursuant to review and comment upon this Section 1.2, neither the Company nor any other holder of securities of the Company may include securities in such Shelf Registration Statement. The Shelf Registration Statement, registration if in the form in which it becomes effective, will conform in all material respects good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the requirements successful marketing of the Registrable Securities Act and or require the rules and regulations exclusion of any portion of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required Registrable Securities to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECregistered.

Required Registration. The Company shall (iA) cause a Shelf Registration Statement to be filed with At any time after the SEC (x) within thirty (30) days first anniversary of the date that a Holder requests Closing, Purchaser shall have the right, by written notice (the "Registration Notice") to the Company, to require the Company to make use reasonable efforts to register (the "Required Registration") under the Securities Act all or any portion of the Shares then owned by Purchaser (the "Registrable Securities"), and the Company shall be obligated to register such filing Registrable Securities. Purchaser shall not be entitled to exercise more than one such right in any 12 month period or (y) on more than a total of five such other date as mutually agreed rights during the term of this Agreement. Notwithstanding the foregoing, if, in addition to the Registrable Securities, the Required Registration is to include shares to be offered by the Company and a Holderfor its own account, shares of Trust Beneficiaries (as defined in the Plan of Reorganization, dated September 28, 1999, as amended, of MetLife (the "Plan")) having registration rights pursuant to Section 3.3(c)(v) of the Plan or shares of others persons with registration rights, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective the Board of Directors of the Company believes, based on advice of a nationally recognized investment banking firm selected by the SEC Company, that including all such shares would be likely to have an adverse effect upon the price, timing or distribution of the shares included in the Required Registration, then only such number of shares, if any, as promptly as possible but the Board shall determine can be included without adversely affecting the offering shall be included in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (Required Registration, and the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable shares to be included in the Shelf Required Registration Statement will be allocated in the following priority: (w) all shares owned by such Trust Beneficiaries shall be included first, (x) all shares of Purchaser and Credit Suisse First Boston, a Swiss corporation (through its Guernsey Branch), and Winterthur Life, a Swiss corporation (together with all of their current and future affiliates, the "Other Private Placement Purchaser") shall be included second, in proportion, as nearly as practicable, to the total number of shares of Common Stock proposed to be offered by each of Purchaser and the Other Private Placement Purchaser at the time of filing of the registration statement for the registration, (y) all shares of Common Stock of any other information necessary to make any such information previously furnished persons with registration rights shall be included third, in proportion, as nearly as practicable, to the Company total number of shares of Common Stock proposed to be offered by such Holder not misleading each of them at the time of the filing of the registration statement, and (iiz) completed and executed selling shareholder questionnaires, powers all shares of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof be included last. Purchaser may elect that the offering of Registrable Securities pursuant to the Purchaser and its counsel, and the Purchaser and its counsel shall this Section 1(b)(i) be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form of an underwritten public offering, in which it becomes effective, will conform case Purchaser shall select the managing underwriters and any additional investment bankers and managers to be used in all material respects connection with the requirements offering, provided that such managing underwriters and additional investment bankers and managers must be reasonably satisfactory to the Company. In the event Purchaser is not able to include all of the Securities Act and Shares Purchaser wishes to include in any Required Registration due to the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, limitation described in the light of immediately preceding sentence, Purchaser shall have the circumstances under which they were made, not misleading. The Company agrees right to use its commercially reasonable efforts one additional Required Registration with respect to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable such Shares subject to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEClimitations set forth in this Section 1(b)(i).

Required Registration. The Company rights ("Required Registration") of holders of Warrants and/or Warrant Stock under this Section 9.3 shall become effective only on and after the date 90 days prior to the Exercise Date and shall expire on the Expiration Date. After receipt of a written request from the holders of Warrants and/or Warrant Stock representing at least an aggregate of fifty percent (50%) of the total of (i) cause a Shelf Registration Statement all shares of Warrant Stock then subject to be filed with the SEC (x) within thirty (30) days issuance upon exercise of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, all Warrants and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but all shares of Warrant Stock then Outstanding having an aggregate Current Market Price in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesexcess of $400,000, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder requesting that the Company reasonably deems required effect the registration of Warrant Stock issuable upon the exercise of such holder's Warrants or advisable to be included in of any of such holder's Warrant Stock under the Shelf Registration Statement Securities Act and any other information necessary to make any such information previously furnished to specifying the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers intended method or methods of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECdisposition thereof, the Company shall provide drafts thereof promptly notify all holders of Warrants and Warrant Stock in writing of the receipt of such request and each such holder, in lieu of exercising its rights under Section 9.4, may elect (by written notice specifying the intended method or methods of disposition of Warrant Stock sent to the Purchaser and Company within ten Business Days from the date of such holder's receipt of the aforementioned Company's notice) to have such hoxxxx'x shares of Warrant Stock included in such registration thereof pursuant to this Section 9.3. Thereupon the Company shall, as expeditiously as is possible, use its counsel, and best efforts to effect the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of registration under the Securities Act and of all shares of Warrant Stock which the rules and regulations Company has been so requested to register by such holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the SEC thereunder and will Warrant Stock so registered; provided, however, that the Company shall not contain an untrue statement of a material fact or omit to state a material fact be required to effect more than one registration of any Warrant Stock pursuant to this Section 9.3. No holder of any other warrant, Convertible Securities or other right to purchase shares of Common Stock shall receive or be stated therein or necessary entitled to make receive registration rights that are more favorable than the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable registration rights available to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish Holder pursuant to the Holders copies terms of any such supplement or amendment promptly after its being used or filed with the SECthis Section 9.

Required Registration. Not later than forty-five (45) days following the date hereof (the “Filing Date”), the Company shall prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 (except if the Company is not then eligible to use Form S-3, in which case such registration statement shall be on another appropriate form) (the “Registration Statement”) covering the resale of all of the Registrable Securities (as defined below) in an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared become effective by the SEC as promptly soon as possible but practicable and in any event no not later than sixty ninety (6090) days after following the Shelf Registration Statement is filed pursuant date hereof and remain effective for the period specified in Section 10(d) below. Subject to clause (i) (the “Shelf Registration”). Each Holder agreesany modifications that are responsive to comments, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required rules or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers regulations of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counselRegistration Statement will include a Plan of Distribution, and the Purchaser and its counsel which shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, no more restrictive than that included in the form in which it becomes effectiveCompany’s registration statement on Form S-3, will conform in all material respects SEC File No. 333-121297. For purposes of this Agreement, the term “Registrable Securities” means the Warrant Shares, together with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact any securities issued or omit issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Until such time as the Registration Statement is effective, the Company further agrees, if necessary, shall not grant any registration rights or other rights to promptly supplement register securities under the Securities Act that are senior to the rights of the Holder under this Section 10(a) or amend that have the Shelf Registration Statement, if required effect of delaying a sale or limiting the number of securities which may be sold by the rules, regulations or instructions applicable Holder pursuant to the registration form used by the Company for such Shelf Registration Statement or by otherwise adversely affect the Securities Act rights of the Holder under this Section 10(a); provided, however, that the foregoing shall not affect any pre-existing rights granted to any persons or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECentities.

Required Registration. The Company shall (a) At any time, (i) cause the holders of Electra Restricted Securities constituting at least a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days majority of the date that total Electra Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a Holder requests majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to make register under the Securities Act all or any portion of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, held by such filing requesting holder or (y) on holders for sale in the manner specified in such other date as mutually agreed by the Company and a Holdernotice, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesPROVIDED, severally but not jointlyHOWEVER, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, only securities which the Company shall provide drafts thereof be required to register pursuant hereto shall be shares of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by Section 4, 5 or 6 hereof, other holders of Preferred Stock or Warrants shall be entitled to sell such Preferred Stock or Warrants to the Purchaser and its counsel, underwriters for conversion or exchange and the Purchaser and its counsel sale of the shares of Common Stock issued upon such conversion; PROVIDED FURTHER, HOWEVER, that if the Warrants are to be sold to the underwriters, there shall be given a reasonable opportunity deducted from the proceeds due to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with selling holder the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact aggregate exercise price required to be stated therein or necessary to make the statements therein, in the light paid by such holder upon exercise of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECWarrants.

Required Registration. If, at any time after twelve months after the closing of the first public offering by the Company of shares of Common Stock pursuant to a registration statement filed under the Securities Act and until such time as all holders of the Purchased Stock are able to sell all of the Purchased Stock owned by such holders pursuant to Rule 144(k) under the Act (or any successor rule), the Company shall receive a written request therefor from any record holder or holders of an aggregate of at least a majority of the shares of Purchased Stock not theretofore registered under the Securities Act and sold, the Company shall prepare and file a registration statement under the Securities Act covering the shares of Purchased Stock which are the subject of such request and shall use its best efforts to cause such registration statement to become effective. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of shares of Purchased Stock not theretofore registered under the Securities Act and sold that such registration is to be effected. The Company shall (i) cause a Shelf Registration Statement include in such registration statement such shares of Purchased Stock for which it has received written requests to be filed with register by such other record holders within 30 days after the SEC (x) within thirty (30) days date of the date that Company's written notice to such other record holders. The Company shall be obligated to prepare, file and cause to become effective only two registration statements (other than on Form S-3 or any successor form promulgated by the Commission ("Form S-3")) pursuant to this Section 10.1, and to pay the expenses associated with such registration statements; notwithstanding the foregoing, the record holder or holders of an aggregate of at least a Holder requests majority of the shares of Purchased Stock not theretofore registered under the Securities Act and sold may require, pursuant to this Section 10.1, the Company to make file, and to pay the expenses associated with, any number of registration statements on Form S-3 (or any successor form), if such filing or (y) on such other date as mutually agreed form is then available for use by the Company and such record holder or holders. In the event that the holders of a Holder, and (ii) use commercially reasonable efforts majority of the Purchased Stock for which registration has been requested pursuant to cause such Shelf Registration Statement this Section 10.1 determine for any reason not to be proceed with a registration at any time before a registration statement has been declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after Commission, and such registration statement, if theretofore filed with the Shelf Registration Statement Commission, is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information withdrawn with respect to the Purchased Stock covered thereby, and the holders of such Holder that Purchased Stock agree to bear their own expenses incurred in connection therewith and to reimburse the Company reasonably deems required or advisable for the expenses incurred by it attributable to the registration of such Purchased Stock, then the holders of such Purchased Stock shall not be included deemed to have exercised their right to require the Company to register Purchased Stock pursuant to this Section 10.1. Notwithstanding the foregoing, the Company may delay initiating the preparation and filing of a registration statement on Form S-3 pursuant to the preceding paragraph for a period not to exceed 90 days if in the Shelf Registration Statement good faith judgment of the Company's principal investment banker such delay is necessary in order not to affect in a significant and adverse manner equity financing efforts then being undertaken by the Company. If, at the time any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required written request for registration is received by the Company at least five (5) days prior pursuant to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECthis Section 10.1, the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall provide drafts thereof be deemed to the Purchaser and its counselhave been given pursuant to Section 10.2 hereof rather than this Section 10.1, and the Purchaser and its counsel rights of the holders of Purchased Stock covered by such written request shall be given governed by Section 10.2 hereof. Without the written consent of the holders of a reasonable opportunity majority of the Purchased Stock for which registration has been requested pursuant to review and comment upon this Section 10.1, neither the Company nor any other holder of securities of the Company may include securities in such Shelf Registration Statement. The Shelf Registration Statement, registration if in the form in which it becomes effective, will conform in all material respects good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the requirements successful marketing of the Securities Act and Purchased Stock or require the rules and regulations exclusion of any portion of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required Purchased Stock to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECregistered.

Required Registration. The After receipt of a written request from the holders of Warrants and/or Warrant Stock representing at least an aggregate of fifty percent (50%) of the total of (i) all shares of Warrant Stock then subject to purchase upon exercise of all Warrants and (ii) all shares of Warrant Stock then outstanding, requesting that the Company effect the registration of Warrants and Warrant Stock issuable upon the exercise of such holders' Warrants or of any of such holders' Warrant Stock under the Securities Act and specifying the intended method or methods of disposition thereof, the Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days promptly notify all holders of Warrants and Warrant Stock in writing of the date that a Holder requests receipt of such request and each such holder, in lieu of exercising its rights under Section 8.4, may elect (by written notice sent to the Company within ten Business Days from the date of such holder's receipt of the aforementioned Company's notice) to make have its Warrants and shares of Warrant Stock included in such filing or (y) on such other date as mutually agreed by the Company and a Holder, registration thereof pursuant to this Section 8.3; and (ii) as expeditiously as is possible, use commercially reasonable its best efforts to effect the registration under the Securities Act of all Warrants and shares of Warrant Stock which the Company has been so requested to register by such holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Warrants and Warrant Stock so registered; provided, however, that the Company shall not be required to effect more than two registrations of any Warrants and Warrant Stock pursuant to this Section 8.3. No holder of Common Stock or of any other warrant, Convertible Securities or other right to purchase shares of Common Stock shall receive or be entitled to receive registration rights that are more favorable than the registration rights available to the Holder pursuant to the terms of this Section 8. Notwithstanding the other provisions of this Section 8.3, the Company shall not be required to cause such Shelf Registration Statement a registration pursuant to this Section 8.3 to be declared effective by the SEC as promptly as possible but in any event no later than sixty within a one hundred and eighty (60180) days day period after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to Effective Date of any other registration statement of the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances effected under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthis Section 8.3.

Required Registration. (a) The Holders shall have the right to request in writing (a "Request") (which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof, which may include disposition (1) from time to time or on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any similar rule) and accordingly require the filling of a "shelf" registration statement and/or (2) sales for cash or dispositions upon exchange or conversion of securities or dispositions for any form of consideration or no consideration) that the Company register such portion of such Holders' Registrable Securities as shall be specified in the Request (a "Demand Registration") by filing with the SEC, as soon as practicable thereafter, but not later than the 30th day (or the 45th day if the applicable registration form is Form S-1 or S-2) after the receipt of such a Request by the Company, a registration statement (a "Demand Registration Statement") covering such Registrable Securities, and the Company shall (i) cause a Shelf use its best efforts to have such Demand Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly soon as possible practicable thereafter, but in any no event no later than sixty the 75th day (60or the 90th day if the applicable registration form is Form S-1 or S-2) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to receipt of such Holder a Request; provided that the Company reasonably deems is not required or advisable to be included in the Shelf file any Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing last day of the Shelf IPO Restricted Period (but shall prepare a Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof if requested to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which enable it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingfiled on such last day). The Company agrees to use its commercially reasonable efforts best efforts, taking into account the unavailability of incorporation by reference prior to the Company's becoming eligible to use Form S-3, to keep the Shelf such Demand Registration Statement continuously effective Continuously Effective for the period specified in the Request, as long extended by the length of any Suspension Period (as defined in Article VII) with respect thereto (or for such shorter period which will terminate when all of the Holders hold any Registrable Securities. The Company further agreesSecurities covered by such Demand Registration Statement shall have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to promptly supplement the Demand Registration Statement or amend the Shelf related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Demand Registration Statement or by the Securities Act Act, the Exchange Act, any state securities or by blue sky laws, or any other rules and regulations thereunder; provided that such period during which the Demand Registration Statement shall remain Continuously Effective shall, in the case of an Underwritten Offering, be extended for such period (if any) as the underwriters shall reasonably require, including to satisfy, in the judgment of counsel to the underwriters, any prospectus delivery requirements imposed by applicable law. The Company shall not be obligated to effect more than four (4) Demand Registrations pursuant to Requests. For purposes of the preceding sentence, a Demand Registration shall not be deemed to have been effected, (i) unless a Demand Registration Statement with respect thereto has become effective, (ii) if after such Demand Registration Statement has become effective, the offer, sale or distribution of Registrable Securities thereunder is prevented by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity for shelf registrationsany reason not attributable to any Holder and such effect is not thereafter eliminated, or (iii) in the case of an Underwritten Offering, if the conditions to closing specified in the underwriting agreement entered into in connection with such Registration are not satisfied or waived, other than by reason of a failure on the part of any Holder. If the Company shall have complied with its obligations under this Agreement, a right to a Demand Registration pursuant to this Section 3.2 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been sold to the underwriters or distributed pursuant to the Demand Registration Statement, and (y) the Company agrees date as of which such Demand Registration shall have been Continuously Effective for a 60-day period or other period specified in the preceding paragraph following the effectiveness of such Demand Registration Statement. Any Request made pursuant to furnish this Section 3.2 shall be addressed to the Holders copies attention of any such supplement the Secretary of the Company, and shall specify (a) the number of Registrable Securities to be Registered (which shall be not less than the lesser of (i) 5% of the total number of shares of Common Stock, provided that the aggregate public offering price of the Registrable Securities to be registered (based on the closing sale price of the Common Stock on the last trading day prior to the delivery of a Request) would not be less than $[____] million), or amendment promptly after its being used or filed with (ii) the SECremaining balance of the Registrable Securities then held by the Holders, (b) the intended method of distribution thereof and the requested period of effectiveness, and (c) that the request is for a Demand Registration pursuant to this Section 3.2.

Required Registration. (a) The Company shall use its best efforts to file, by the Filing Date, a registration statement (i"Registration Statement") cause a Shelf Registration Statement on Form S-3 (or other suitable form, at the Company's discretion, but subject to be filed the reasonable approval of the Holders), covering no more than 120,000 shares for holders of piggyback rights at the time of this Agreement, other than in connection with the SEC (x) within thirty (30) days Series B Preferred Stock, plus covering the resale of all of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a HolderRegistrable Securities, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf which Registration Statement, in to the form in which it becomes effective, will conform in all material respects with the requirements of extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the SEC thereunder Preferred Stock and will not contain an untrue statement the exercise of a material fact the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or omit to state a material fact required to be stated therein similar transactions or necessary to make the statements therein, (ii) by reason of changes in the light conversion price of the circumstances under which they were madePreferred Stock or the exercise price of the Warrants in accordance with the terms thereof, not misleadingas the case may be. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Warrants plus at least Two Million Six Hundred Fifty Thousand (2,650,000) shares of Common Stock. The Company agrees to shall use its commercially reasonable best efforts to keep have the Shelf Registration Statement continuously declared effective as soon as possible. In the event that the Company is notified at any time by a Holder of Registrable Securities relating to the Preferred Stock ("Registrable Conversion Shares") that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the resales of a number of shares of Common Stock equal to at least (i) one hundred fifty percent (150%) of the number of shares of Common Stock issuable to such Holder upon conversion of all of such Holder's outstanding Preferred Stock (without regard to any limitations on conversions) for as long as any five (5) business days out of any thirty (30) consecutive business days or (ii) one hundred and twenty-five percent (125%) of the Holders hold number of shares of Common Stock issuable to such Holder upon conversion of all of such Holder's outstanding Preferred Stock (without regard to any Registrable Securities. The limitations on conversions) for any two (2) consecutive business days (a "Registration Shortfall"), the Company further agreesshall, if necessarywithin seven (7) business days, to promptly supplement or amend the Shelf Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, if required respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to at least two hundred percent (200%) of the number of shares of Common Stock issuable to each Holder upon conversion of all outstanding Preferred Stock (without regard to any limitations on conversions). If for any reason or for no reason (including by exercise of the rulesCompany's rights pursuant to Section 6 hereof), regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by is not declared effective under the Securities Act on or by any other rules and regulations thereunder prior to the Due Date or is not available for shelf registrationsresales of all Registrable Securities at anytime thereafter ("Registration Failure Period"), and the Company agrees shall make payments to furnish each Holder ("Registration Failure Payments") which shall accrue at the rate of 2% per month, accruing daily, on each Holder's "Illiquid Amount", as defined below, for the first 30 days of such Registration Failure Period and 3% per month, accruing daily, on the Illiquid Amount, for the remainder of such Registration Failure Period, payable (i) in shares of Common Stock ("Additional Shares"), valued at the Closing Bid Price (as defined in the Certificate of Designation) of the Common Stock on the business day immediately prior to the Holders copies delivery of the Additional Shares to the extent that such Registration Failure Period occurred during the first 90 days after the Due Date or (ii) in cash, to the extent that such Registration Failure Period occurred following the 90th day after the Due Date, in each case payable within 5 business days of the last day of the calendar month in which they accrue (provided, however, that a Holder may elect to receive any cash Registration Failure Payments in Common Stock in such supplement or amendment promptly after its being used or filed with the SECHolder's sole discretion.

Required Registration. The Company shall (a) At any time (x) after the earlier of (i) cause a Shelf the date 180 days after any Registration Statement to be filed with the SEC (x) within thirty (30) days covering a public offering of securities of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, becomes effective and (ii) the fifth anniversary of the date of this Agreement, and (y) prior to the date three years after the earlier to occur of (i) or (ii) above, the Holder or Holders of at least sixty six and two-thirds percent (66 2/3%) of the voting power of all Registrable Stock then outstanding may by notice in writing to the Company request the Company to register under the Securities Act all or any portion of shares of Registrable Stock held by such requesting Holder or Holders for sale in the manner specified in such notice; provided, however, that the Company shall not be obligated to register any Common Stock pursuant to this Section 2(a) unless the number of shares of Registrable Stock requested to be included in such registration exceeds fifty percent (50%) of all outstanding Registrable Stock or the anticipated aggregate offering price of the shares of Registrable Stock requested to be included in such registration exceeds $10,000,000. Notwithstanding anything to the contrary contained herein, the Company shall not be required to seek to cause a Registration Statement to become effective pursuant to this Section 2 (including requests under this Section 2(a) and Section 2(d)): (A) within 180 days after the effective date of a Registration Statement filed by the Company, provided that the Company shall use commercially reasonable efforts to cause achieve effectiveness of a registration requested hereunder promptly following such Shelf Registration Statement 180-day period if such request is made during such 180-day period; (B) if the Company shall furnish to holders a certificate signed by an officer of the Company stating that in the good faith judgment of the Board of Directors it would be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future due to pending Company events, or that it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board of Directors, should not be disclosed, then the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed ninety (i90) in writingdays from the date of receipt of written request from such Holders; provided, all information with respect to such Holder however, that the Company reasonably deems required or advisable to be included may not utilize this right more than once in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECtwelve-month period.

Required Registration. The If the Company shall receive a written request from Security Holder requesting that the Company file a Registration Statement relating to a Public Offering of shares of Common Stock owned by Security Holder ("Registrable Securities"), the Company will as promptly as practicable prepare and file a Registration Statement and use its best efforts to cause the Registration Statement to become effective; subject, however, to the following provisions: (1) the Company shall be required to file no more than three (3) Registration Statements on behalf of Security Holder pursuant to this Section 2.A; (2) the Company shall not be obligated to file a requested Registration: (i) cause a Shelf Registration Statement in the event that the aggregate number of Registrable Securities to be filed with the SEC included in such requested Registration is less than five percent (x5%) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company issued and a Holder, and outstanding Common Stock; (ii) from the time it gives notice to Security Holder, provided such notice is given prior to time of receipt by Devon of Security Holder's request to file a Registration Statement, that it is preparing to file a Registration Statement other than for the account of Security Holder until 60 days after the Registration Statement has been declared effective by the SEC; provided, the Company shall use commercially reasonable its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible practicable; and, provided further, the obligation to file a Registration Statement on behalf of Security Holder shall be reinstated if the Company does not file a Registration Statement within 30 days after giving the notice referred to above; or (iii) for a period from the time the Company gives Security Holder notice, provided such notice is given prior to time of receipt by Devon of Security Holder's request to file a Registration Statement, that the Company is conducting negotiations for a material business combination or that there is a material development or event pending which has not yet been publicly disclosed and as to which the Company believes disclosure will be prejudicial to the Company until the earlier of (a) 120 days after the notice with respect to a material business combination or 90 days after the notice with respect to a material development or event; (b) the public announcement of the combination, development or event referred to above; or (c) the time the Company gives Security Holder notice that suspension of its obligation is no longer required. (3) a Registration Statement filed pursuant to a request of Security Holder shall first include all Registrable Securities requested to be included by Security Holder and, only after such inclusion, may, include securities of the Company being sold for the account of the Company or other security holders; provided, however, that securities to be offered on behalf of the Company or such other security holders will be included in such Registration Statement only to the extent that, in the reasonable opinion of the managing underwriter for the Public Offering of Registrable Securities on behalf of Security Holder, such inclusion will not materially adversely affect the distribution of Registrable Securities on behalf of Security Holder; (4) the selection of an underwriter for a Public Offering of Registrable Securities by Security Holder shall be subject to the approval of the Company, which shall not be unreasonably withheld; and 37 3 (5) for purposes of paragraph (1) of this Subsection A, if a requested Registration Statement is filed and the Company otherwise complies with its obligations hereunder, but the Registration Statement is withdrawn by Security Holder due to a delay in the offering requested by the Company, then no requested Registration Statement shall be deemed to have been filed. B. Incidental/"Piggy-back" Registration. If the Company at any time proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Subsection A of this Section) under the Securities Act relating to a Public Offering of Common Stock to be sold for cash that would permit the registration of Registrable Securities, it will give Security Holder as much advance notice, in writing, as is reasonably practicable under the circumstances, but in any event no later not less than sixty (60) 5 days, before the filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered. The notice shall offer to include in such filing such amount of Registrable Securities as Security Holder may request. If Security Holder wishes to have Registrable Securities registered pursuant to this Subsection B, it shall advise the Company in writing within 20 days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to date of receipt of such offer from the Company (i) or such shorter period, but in writingany event not less than 5 days, all information with respect to such Holder that as the Company reasonably deems required or advisable shall specify in its notice to Security Holder), setting forth the amount of Registrable Securities for which Registration is requested. If the managing underwriter of the proposed Public Offering of Common Stock by the Company shall advise the Company in writing that, in the reasonable opinion of the managing underwriter, the distribution of the Registrable Securities requested by Security Holder to be included in the Shelf Registration Statement concurrently with securities being registered for sale by the Company would materially adversely affect the distribution of such securities by the Company, then the Company shall so advise the Security Holder and any other information necessary the number of securities that are entitled to make any such information previously furnished be included in the registration and underwriting shall be allocated first to the Company by and then pro rata among the shareholders (including Security Holder) whose shares are to be included in such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will If any Person does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable agree to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies terms of any such supplement underwriting, such Person shall be excluded therefrom by written notice from the Company or amendment promptly the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall nevertheless be included in any Registration Statement (but not the underwriting) filed pursuant to this Subsection B during the first two years after its being used or filed the date of this Agreement in an amount not to exceed 5% of the issued and outstanding Common Stock; provided, the Registrable Securities so included may be offered and sold only during a 90 day period commencing on the last day of any period during which "Affiliates" (as that term is defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended) of the Company have agreed not to dispose of Common Stock in accordance with the SEC.underwriting agreement. Any obligation of the Company to effect a Registration pursuant to this Subsection B shall be conditioned upon Security Holder entering into an underwriting agreement with the Company and the managing underwriters of the registered offering of the type described in paragraph (10) of Subsection C. C.

Required Registration. The Company shall (a) At any time after the earliest of (i) cause six months after any registration statement covering a Shelf Registration Statement to be filed with public offering of securities of the SEC Company under the Securities Act shall have become effective, (xii) within thirty six months after the Company shall have become a reporting company under Section 12 of the Exchange Act, and (30iii) days the third anniversary of the date that a Holder requests of this Agreement, the holders of Senior Restricted Stock constituting at least two-thirds in interest of the total shares of Senior Restricted Stock then outstanding may request the Company to make register under the Securities Act all or any portion of the shares of Senior Restricted Stock held by such filing requesting holder or (yholders for sale in the manner specified in such notice. For purposes of this Section 2 and Sections 3, 4, 11(a) on and 11(d), the term "Senior Restricted Stock" shall be deemed to include the number of shares of Senior Restricted Stock which would be issuable to a holder of Senior Preferred Shares upon conversion of all shares of Senior Preferred Shares held by such other holder at such time, and the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Shares held by such holder at such time; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Sections 3 and 4, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no registration shall be effected under this Section 2 within 90 days after the effective date as mutually agreed of a registration statement filed by the Company and covering a Holder, and (ii) use commercially reasonable efforts firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed join pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required Sections 3 or advisable to be included in the Shelf Registration Statement 4 and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in there shall have been effectively registered all material respects with the requirements shares of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit Restricted Stock as to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECshall have been requested.

Required Registration. (a) The Company shall, within two (2) calendar months after the Last Closing of the Offering, file a registration statement ("Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of Subscribers), covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Convertible Securities or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Warrants plus at least Three Million Seven Hundred Fifty Thousand (3,750,000) shares of Common Stock and shall cover, to the extent allowed by applicable law in the reasonable opinion of Company's counsel, such additional indeterminate number of shares of Common Stock as are required to effect conversion of the Convertible Securities due to fluctuations in the price of the Company's Common Stock. The Company shall use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines, which determination shall be made by the Company within five (5) business days after the last business day of each month after the Due Date or is notified at any time by a Holder, that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Convertible Securities then eligible for conversion, at the Conversion Price (as defined in the Certificate of Designation of the Series A Preferred Stock, referred to herein as the "Certificate of Designation") in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to at least one hundred fifty percent (150%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Convertible Securities then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all of the outstanding Warrants. If the Registration Statement is not filed within two (2) calendar months after the Last Closing of the Offering, Company shall pay the Subscribers an amount equal to one percent (1%) per month of the aggregate amount of outstanding Convertible Securities held by Subscriber, accruing daily until the Registration Statement is filed, payable in cash or Common Stock at the Subscriber's option, as set forth below ("Late Filing Payment"). If the Registration Statement is not declared effective by the Due Date, or if any other Amended or New Registration Statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall pay the Subscribers an amount equal to one percent (1%) per month of the aggregate amount of outstanding Convertible Securities held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant to Section 3 of this Agreement is declared effective (the "Late Registration Payment"). Notwithstanding the above, any Late Registration Payments otherwise due to a Subscriber shall be reduced by the amount of any Late Filing Payments that have previously been paid in full to such Subscriber. Any Late Filing Payment or Late Registration Payment shall be payable in cash or Common Stock, at the Subscriber's option, as follows: If Subscriber elects to be paid in cash, such Late Filing Payment or Late Registration Payment shall be paid to such Subscriber by a cashiers check, no later than ten (10) days after the end of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests month in which the Company to make such filing or (y) on such other date as mutually agreed by receives the Company and a Holder, 's cash payment request and (ii) use commercially reasonable efforts to cause any subsequent month(s) for which such Shelf Registration Statement amounts accrue. If Subscriber elects to be declared effective by the SEC paid in Common Stock, such number of shares shall be determined as promptly as possible but in follows: Upon conversion of each Convertible Security or any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECportion thereof, the Company shall provide drafts thereof issue to the Purchaser and its counsel, and Subscriber the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, number of shares of Common Stock determined as set forth in the form in which it becomes effective, will conform in all material respects with the requirements Section 5(a) of the Certificate of Designation, plus an additional number of shares of Common Stock attributable to such Convertible Securities Act and (the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for "Additional Shares") determined as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.set forth below:

Required Registration. The Company shall (i) At any time after the termination of the Merger Agreement, one or more Holders of Registrable Securities shall have the right to request in writing (a "Request") (which Request shall specify the Registrable Securities ------- intended to be disposed of by such Holders and the intended method of distribution thereof) that the Company register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, the Company will, by the fifth business day thereafter, give written notice of such Request to all Holders (a "Notice of --------- Request"), and, not later than the 20th calendar day after the receipt of such ------- Request by the Company, the Company will cause a Shelf Registration Statement to be filed with the SEC a Required Registration Statement covering the Registrable Securities which the Company has been so requested to register in such Request and all other Registrable Securities which the Company has been requested to register by Holders thereof (xother than the Holder(s) initiating the Request) by written request given to the Company within thirty (30) 6 business days after the giving of such Notice of Request, providing for the registration under the Securities Act of the date that a Holder requests Registrable Securities which the Company has been so requested to make register by all such filing Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or (y) on such other date as mutually agreed by the Company and a Holderfurther requests, and (ii) shall use commercially its reasonable best efforts to cause have such Shelf Required Registration Statement to be declared effective by the SEC as promptly soon as possible reasonably practicable thereafter (but in any no event no later than sixty (60) days the 90th calendar day after the Shelf Registration Statement is filed pursuant to clause (ireceipt of such a Request) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such Required Registration Statement continuously effective for as long a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Holders hold any Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities. The Company further agreesSecurities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to promptly supplement the Required Registration Statement or amend the Shelf related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Required Registration Statement or by the Securities Act Act, the Exchange Act, any state securities or by blue sky laws or any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthereunder.

Required Registration. The Company shall (i) At any time after the termination of the Merger Agreement, one or more Holders of Registrable Securities shall have the right to request in writing (a "Request") (which Request shall specify the Registrable Securities ------- intended to be disposed of by such Holders and the intended method of distribution thereof) that the Company register such Holders' Registrable Securities by filing with the SEC a Required Registration Statement. Upon the receipt of such a Request, the Company will, by the fifth business day thereafter, give written notice of such Request to all Holders (a "Notice of --------- Request"), and, not later than the 20th calendar day after the receipt of such ------- Request by the Company, the Company will cause a Shelf Registration Statement to be filed with the SEC a Required Registration Statement covering the Registrable Securities which the Company has been so requested to register in such Request and all other Registrable Securities which the Company has been requested to register by Holders thereof (xother than the Holder(s) initiating the Request) by written request given to the Company within thirty (30) 6 business days after the giving of such Notice of Request, providing for the registration under the Securities Act of the date that a Holder requests Registrable Securities which the Company has been so requested to make register by all such filing Holders, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of distribution thereof specified in such Request or (y) on such other date as mutually agreed by the Company and a Holderfurther requests, and (ii) shall use commercially its reasonable best efforts to cause have such Shelf Required Registration Statement to be declared effective by the SEC as promptly soon as possible reasonably practicable thereafter (but in any no event no later than sixty (60) days the 90th calendar day after the Shelf Registration Statement is filed pursuant to clause (ireceipt of such a Request) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf such Required Registration Statement continuously effective for as long a period of at least 60 calendar days (or, in the case of an Underwritten Offering, such period as the Holders hold any Underwriters shall reasonably require) following the date on which such Required Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities. The Company further agreesSecurities covered by such Required Registration Statement have been sold pursuant thereto), including, if necessary, by filing with the SEC a post- effective amendment or a supplement to promptly supplement the Required Registration Statement or amend the Shelf related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Required Registration Statement or by the Securities Act Act, the Exchange Act, any state securities or by blue sky laws or any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthereunder.

Required Registration. The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in At any event no later than sixty (60) time commencing 180 days after the Shelf date of the prospectus contained in the Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesStatement, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder a Shareholder may request that the Company reasonably deems required effect the registration of the sale of Restricted Shares under the Securities Act. Upon receipt of such request (which shall specify the intended method or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers methods of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECdisposition), the Company shall provide drafts thereof promptly notify all holders of Restricted Shares in writing of the receipt of such request and each Shareholder may elect (by written notice sent to the Purchaser and its counsel, and Company within 15 days from the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon date of such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements Shareholder's receipt of the Securities Act and aforementioned Company's notice) to have the rules and regulations sale of Restricted Shares included in such registration thereof pursuant to this Section 2. Thereupon the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to shall use its commercially reasonable best efforts to keep effect, as expeditiously as is possible (except that such filing shall be coordinated with the Shelf Registration Statement continuously effective for as long as close of the Holders hold any Registrable Securities. The Company further agreesfiscal quarters of the Company), if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by under the Securities Act or by any other rules and regulations thereunder for shelf registrations, and of the sale of all shares of Restricted Shares which the Company agrees has been so requested to furnish register by such Shareholders for sale, all to the Holders copies extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Restricted Shares so registered; PROVIDED, HOWEVER, that the Company shall not be required to effect more than three registrations requested by each Shareholder with respect to the sale of any Restricted Shares pursuant to this Section 2, unless the Company shall be eligible to file a Registration Statement on Form S-3 (or other comparable short form) under the Securities Act, in which event there shall be no limit on the number of such supplement or amendment promptly after its being used or filed with registrations pursuant to this Section 2. Notwithstanding anything to the SECcontrary contained herein, the obligation of the Company under this Section 2 shall be satisfied only when a Registration Statement covering at least 80% of the Restricted Shares specified for sale by the requesting Shareholders in the above-described matters shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, at least 80% of such Restricted Shares shall have been sold to the underwriters pursuant thereto.

Required Registration. The Company shall (a) At any time, (i) cause the holders of Electra Restricted Securities constituting at least a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days majority of the date that total Electra Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby), or (ii) the holders of Nassau Restricted Securities constituting at least a Holder requests majority of the total Nassau Restricted Securities outstanding at such time (treating for the purpose of such computation (A) the holders of Series D Shares as the holders of the Conversion Shares then issuable upon conversion of such Series D Shares, (B) the holders of Series E Shares as the holders of the Conversion Shares then issuable upon conversion of such Series E Shares and (C) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant), or (iii) the holders of Primary Restricted Stock constituting at least a majority of the total Primary Restricted Stock outstanding at such time (treating for the purpose of such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants if then issued and outstanding, as the holders of the shares of Common Stock issuable upon exercise of the Warrant, and (C) the holders of Series B Warrants as the holders of the shares of Common Stock then issuable upon exercise of the Series B Warrant and conversion of the Series B Shares issuable thereby) may request the Company to make register under the Securities Act all or any portion of the Nassau Restricted Securities, Electra Restricted Securities or Primary Restricted Stock, as the case may be, held by such filing requesting holder or (y) on holders for sale in the manner specified in such other date as mutually agreed by the Company and a Holdernotice, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesPROVIDED, severally but not jointlyHOWEVER, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, only securities which the Company shall provide drafts thereof be required to register pursuant hereto shall be shares of Common Stock, PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by Section 4, 5 or 6 hereof, other holders of Preferred Stock or Warrants shall be entitled to sell such Preferred Stock or Warrants to the Purchaser and its counsel, underwriters for conversion or exchange and the Purchaser and its counsel sale of the shares of Common Stock issued upon such conversion; PROVIDED further, HOWEVER, that if the Warrants are to be sold to the underwriters, there shall be given a reasonable opportunity deducted from the proceeds due to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with selling holder the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact aggregate exercise price required to be stated therein or necessary to make the statements therein, in the light paid by such holder upon exercise of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECWarrants.

Required Registration. The Company shall (a) At any time after the earlier of (i) 180 days after any Registration Statement covering a public offering of securities of the Company under the Securities Act having become effective and (ii) June 30, 2002, the Holder or Holders of at least twenty-five (25%) percent of all Registrable Stock then outstanding (the "Initiating Holders") may by notice in writing to the Company request the Company to register under the Securities Act all or any portion of shares of Registrable Stock held by such Initiating Holder or Holders for sale in the manner specified in such notice, provided, that, (i) at least fifteen (15%) percent of the total amount of Registrable Stock shall be included in the Public Offering or (ii) the reasonably anticipated aggregate price to the public of such lesser number of shares of Registrable Stock and Founder Registrable Stock to be included in such public offering shall exceed $10,000,000. Notwithstanding anything to the contrary contained herein, the Company shall not be required to seek to cause a Shelf Registration Statement to become effective pursuant to this Section 2: (A) within a period of 90 days after the effective date of a Registration Statement 180 days if the Registration Statement is for the Initial Public Offering) filed by the Company (other than a Registration Statement on Forms S-4, X-0 xx any successors thereto), provided that the Company shall use its best efforts to cause a registration requested hereunder to be declared effective promptly following such period if such request is made during such period; (B) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company or its shareholders for a Registration Statement to be filed with at such time, or that it would require disclosure of material non-public information relating to the SEC (x) within thirty (30) days Company which, in the reasonable opinion of the date that a Holder requests Board of Directors, should not be disclosed, then the Company Company's obligation to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially all reasonable efforts to cause such Shelf Registration Statement register, qualify or comply under this Section 2 shall be deferred for a period not to be declared effective by the SEC as promptly as possible but in any event no later than sixty exceed ninety (6090) days after from the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesdate of receipt of written request from such Holders; provided, severally but not jointlyhowever, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included may not utilize this deferral right more than once in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECtwelve-month period.

Required Registration. (a) The Company shall file, by the Filing Date, a registration statement ("Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of Subscribers), covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Preferred Stock or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Placement Agent Warrant plus at least Seven Million Two Hundred Thousand (7,200,000) shares of Common Stock and (including SEC Rule 416), shall state such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Stock and the exercise of the Warrants (i) cause a Shelf to prevent dilution resulting from stock splits, stock dividends or similar transactions or (ii) by reason of changes in the Conversion Price of the Preferred Stock or the Exercise Price of the Warrants in accordance with the terms thereof, as the case may be. The Company shall use its best efforts to have the Registration Statement to be filed with declared effective as soon as possible. In the SEC (x) within thirty (30) days of the date event that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed determines, which determination shall be made by the Company and within five (5) business days after the last business day of each month after the Due Date or is notified at any time by a Holder, and (ii) use commercially reasonable efforts to cause such Shelf that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Conversion Price (as defined in the Certificate of Designation of the Series A Preferred Stock) in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to at least one hundred fifty percent (150%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all the outstanding Warrants. If the Registration Statement is not filed by the Filing Date, Company shall pay the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement is filed, payable in cash or Common Stock, at the Subscriber's option, as set forth below ("Late Filing Payment"). If the Registration Statement is not declared effective by the SEC as promptly as possible but in Due Date, or if any event no later than sixty (60) days after the Shelf Amended or New Registration Statement required to be filed hereunder is not declared effective within two (2) calendar months of the date it is required to be filed, the Company shall pay the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant to clause (i) Section 3 of this Agreement is declared effective (the “Shelf Registration”"Late Registration Payment"). Each Holder agreesAny Late Filing Payment or Late Registration Payment shall be payable in cash or Common Stock, severally but not jointlyat the Subscriber's option, as follows: If Subscriber elects to furnish to the Company (i) be paid in writingcash, all information with respect such late Filing Payment or Late Registration Payment shall be paid to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least Subscriber within five (5) business days prior following the end of the month in which such Late Registration Payment was accrued. If Subscriber elects to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECbe paid in Common Stock, such number of shares shall be determined as follows: Upon conversion of each share of Preferred Stock, the Company shall provide drafts thereof issue to the Purchaser and its counsel, and Subscriber the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, number of shares of Common Stock determined as set forth in the form in which it becomes effective, will conform in all material respects with the requirements Section 5(a) of the Securities Act and Certificate of Designation, plus an additional number of shares of Common Stock attributable to such share of Preferred Stock (the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf "Additional Shares") determined as set forth below: Additional Shares = Late Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.Payment + Late Filing Payment ----------------------------------------------- Conversion Price

Required Registration. The After receipt of a written request from a Holder or Holders of at least 51% of the Registrable Securities requesting that Company effect a registration under the Securities Act of at least 51% of the Registrable Securities, and specifying the intended method or methods of disposition thereof, Company shall promptly within 10 days of receipt of such request notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3, may elect (iby written notice sent to Company within 10 Business Days from the date of such Holder's receipt of the aforementioned Company's notice) cause a Shelf Registration Statement to be filed have Registrable Securities included in such registration thereof pursuant to this Section 2. Thereupon, Company shall, as expeditiously as is possible, use all reasonable best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the SEC (xintended method or methods thereof, as aforesaid) within thirty (30) days of the date Registrable Securities so registered; provided, however, that if the managing underwriter of a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but proposed public offering in connection with any event no later than sixty (60) days after the Shelf Registration Statement is filed registration requested pursuant to clause (i) (this Section 2 shall advise Company in writing that, in its opinion, a limitation should be imposed on the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable number of securities to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesoffering, powers of attorneythen, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECfirst, the number of any securities (other than Registrable Securities) requested to be included in such offering shall be decreased on a pro rata basis, and, second, after all securities other than Registrable Securities have been excluded from such offering, the number of Registrable Securities shall be decreased on a pro rata basis; provided, further, however, that Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall not be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light effect more than two (2) registrations of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, Securities pursuant to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthis Section 2.

Required Registration. The If the Company receives, at any time after the second anniversary of the Initial Closing, a written request therefor from the record holder or holders of an aggregate of at least sixty percent (60%) of the Purchased Shares (as defined in Section 8.8 below) not theretofore registered under the Securities Act and sold, the Company shall (i) cause prepare and file a Shelf Registration Statement to be filed with registration statement under the SEC (x) within thirty (30) days Securities Act covering the Purchased Shares which are the subject of the date that a Holder such requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) shall use commercially reasonable its best efforts to cause such Shelf Registration Statement registration statement to become effective; provided, however, that all Purchased Shares covered by such registration statement shall be converted into shares of Common Stock prior to or at the time of sale in accordance with such registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of Purchased Shares that such registration is to be effected. The Company shall include in such registration statement such Purchased Shares for which it has received written requests to register by such other record holders within 30 days after the Company's written notice to such other record holders. The Company shall be obligated to prepare, file and cause to become effective only three (3) registration statements pursuant to this Section 8.1. In the event that (a) the holders of a majority of the Purchased Shares for which registration has been requested pursuant to this Section 8.1 determine for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the SEC as promptly as possible but Commission, and (b) the holders of such Purchased Shares agree to bear their own expenses incurred in any event no later than sixty (60) days after connection therewith and to reimburse the Shelf Registration Statement is filed Company for the expenses incurred by it attributable to the registration of such Purchased Shares, then the holders of such Purchased Shares shall not be deemed to have exercised their right to require the Company to register Purchased Shares pursuant to clause this Section 8.1. Without the written consent of the holders of a majority of the Purchased Shares for which registration has been requested pursuant to this Section 8.1, neither the Company nor any other holder of securities of the Company may include securities in such registration if in the good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Purchased Shares or require the exclusion of any portion of the Purchased Shares to be registered. The Company shall have the right to delay for up to 180 days the filing of a registration statement pursuant to the exercise of the registration rights under this Section 8.1 if (a) the Company was, at the time it received the request for registration of Purchased Shares under this Section 8.1, in the process of preparing a filing or had made a filing with the Commission to register the sale of its securities under the Securities Act, or (b) a registration statement covering securities of the Company had, within 180 days prior to receipt of such request, been declared effective by the Commission, and if either (i) the managing underwriter in an underwritten offering referred to in clause (a) or (b) determines in its good faith judgment that the “Shelf Registration”). Each Holder agrees, severally but not jointly, registration of the Purchased Shares covered by a request for registration would reduce the number of securities to furnish to be offered by the Company (i) in writing, all information or interfere with respect to such Holder that the Company reasonably deems required successful marketing of the securities offered or advisable to be included in offered by the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and Company, or (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to is contractually restricted from filing a registration statement for the anticipated filing date. Prior to filing sale of its Common Stock under the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements terms of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit offering referred to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECclause (b).

Required Registration. The Company shall (a) At any time after the earliest of (i) cause six --------------------- months after any registration statement covering a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days public offering of securities of the date that Company under the Securities Act shall have become effective, or (ii) six months after the Company shall have become a Holder requests reporting company under Section 12 of the Exchange Act, the holders of Restricted Stock constituting at least 66- 2/3% of the total shares of Restricted Stock then outstanding may request the Company to make register under the Securities Act all or any portion of the shares of Restricted Stock held by such filing requesting holder or holders for sale in the manner specified in such notice, provided that the shares of Restricted Stock -------- for which registration has been requested shall constitute at least 20% of the total shares of Restricted Stock then held by such holders (yor any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $5,000,000). For purposes of this Section 3 and Sections 4, 5, 12(a) on and 12(d), the terms "holder(s) of Restricted Stock" and "Restricted Stock" shall be deemed to include (X) holders of Preferred Shares and the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such other date as mutually agreed by holder at such time, (Y) holders of the Company NationsCredit Warrant and the number of shares of Class C Common Stock which would be issuable to a Holderholder of the NationsCredit Warrant upon the exercise thereof, and (iiZ) use commercially reasonable efforts holders of the Merchant Capital Warrant and the number of shares of Class B Common Stock or of Class A Common which would be issuable to cause such Shelf Registration Statement to be declared effective by a holder of the SEC as promptly as possible but in any event no later than sixty (60) days after Merchant Capital Warrant upon the Shelf Registration Statement is filed pursuant to clause (i) (exercise thereof; provided, however, that the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to only securities which the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel -------- ------- shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to register pursuant hereto shall be stated therein or necessary to make the statements therein, in the light shares of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECClass A Common Stock.

Required Registration. The (a) If the Company shall be requested in writing, which writing shall specify the Registrable Securities to be sold and the intended method of disposition thereof (a "Demand Request"), at any time after the date which is (i) cause a Shelf Registration Statement to be filed with the SEC one hundred eighty (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60180) days after the Shelf date the registration statement filed in connection with the initial Public Offering was declared effective, by DBCP or, as the case may be, Behrman; (ii) the two (2) year anniversary (the "Senior Warrantholder Xxxxxx Date") of the date the registration statement filed in connection with the initial Public Offering of the Company was declared effective, by the Senior Warrantholders holding a majority of then outstanding shares of Common Stock issued or issuable upon the exercise of the Senior Warrants; or (iii) the two (2) year anniversary (the "2001 Investors Filing Date") of the date the registration statement filed in connection with the initial Public Offering of the Company was declared effective, by the 2001 Investors holding a majority of then outstanding shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock, to effect a registration under the Securities Act of Registrable Securities held by such Stockholders (each, a "Required Registration"), then the Company shall promptly use its reasonable efforts to effect such Required Registration; provided that each of DBCP and Behrman may only make one (1) Demand Request for a "long-form" Requirxx Xxxxstration and one (1) Demand Request for a "short form" Required Registration; provided further that each of DBCP and Behrman in lieu of the Demand Request for a "long form" Required Regixxxxxxxn, each of DBCP and Behrman may instead elect to have an additional "short form" Required Xxxxxxration; provided further that the Senior Warrantholders may not make a Demand Request for a "long-form" required registration and may only make (1) Demand Request for a "short form" Required Registration Statement and only if, at any time after the Senior Warrantholder Filing Date, each Senior Warrantholder is filed unable to sell all of its shares of Common Stock issued or issuable upon the exercise of the Senior Warrants pursuant to clause Rule 144 under the Securities Act free of the volume restrictions thereof; provided further that the 2001 Investors may not make a Demand Request for a "long-form" required registration and may only make (i2) (Demand Requests for a "short form" Required Registration and only if, at any time after the “Shelf Registration”). Each Holder agrees2001 Investor Filing Date, severally but not jointly, each 2001 Investor is unable to furnish sell all of its shares of Common Stock issued pursuant to Rule 144 under the Company (i) in writing, all information with respect to such Holder Securities Act free of the volume restrictions thereof; and provided further that the Company reasonably deems required or advisable to shall not be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold comply with more than one (1) Demand Request during any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECtwelve (12) month period.

Required Registration. The (a) One or more Holders (a "Requesting Holder") at any time and from time to time may deliver a written notice to the Company requesting that the Company effect a registration under the Securities Act covering at least 15% of the Registrable Securities and specifying the intended method or methods of disposition of such Registrable Securities. After receipt of any such notice, the Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days promptly notify all Holders in writing of the date that a receipt of such request. Each such Holder requests (an "Electing Holder"), in lieu of exercising its rights under Section 2.02, may elect, by written notice sent to the Company within 20 days from the date of such Holder's receipt of the notice from the Company, to make have Registrable Securities included in such filing or registration pursuant to this Section 2.01 (y) on such other date a "Demand Registration"). The Company, as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC expeditiously as promptly as is possible but in any event no later than sixty (60) within 90 days after following receipt of the Shelf Registration Statement is filed written notice pursuant to clause (i) (the “Shelf Registration”first sentence of this Section 2.01(a). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with use its best efforts to effect the requirements of registration under the Securities Act of all shares of Registrable Securities which the Requesting Holders and the rules and regulations of Electing Holders have elected to include for sale to the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact extent required to be stated therein permit the disposition in accordance with the intended method or necessary to make the statements thereinmethods thereof, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any such Registrable Securities. The Company further agreesshall not be required, if necessaryhowever, to promptly supplement effect more than five Demand Registrations unless the Company shall be eligible at any time to file a registration statement on Form S-3 (or amend other comparable or successor short form) under the Shelf Securities Act, in which event there shall be no limit on the number of Demand Registrations, but no more than one (1) such Demand Registration Statement, shall be made during any consecutive twelve (12) month period. A registration will not be deemed to be a Demand Registration for purposes of the foregoing five Demand Registration limit (i) until the registration statement relating to such registration (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold); or (ii) if required the offering size is reduced in accordance with Section 2.02(b) such that less than 75% of the Registrable Securities sought to be included in such registration are included. A registration will be deemed to be a Demand Registration for purposes of the five Demand Registration limit if it is withdrawn at the request of the Requesting Holders unless the Company is reimbursed by the rules, regulations or instructions applicable to the registration form used Requesting Holders for all reasonable out-of-pocket expenses incurred by the Company for such Shelf Registration Statement or by in connection therewith. Notwithstanding anything herein to the Securities Act or by any other rules and regulations thereunder for shelf registrationscontrary, and the Company agrees shall not be required to furnish effect any Demand Registration prior to the Holders copies first anniversary of any such supplement or amendment promptly after its being used or filed with the SECthis Agreement.

Required Registration. The If on any one occasion, one or more --------------------- holders of at least forty percent (40%) of the Registrable Shares shall notify the Company shall (i) in writing that it or they intend to offer or cause a Shelf Registration Statement to be filed with offered for public sale at least twenty percent (20%) of the SEC (x) Registrable Shares, the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within thirty (30) days of after the date that a Holder requests receipt by such holder from the Company to make of such filing or (y) on such other date as mutually agreed by notification, the Company and a Holder, and (ii) will use commercially reasonable its best efforts to cause such Shelf Registration Statement of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be declared effective by registered under the SEC Securities Act as promptly expeditiously as possible but possible; provided, however, if the Company's managing underwriter, if any, for a required -------- ------- registration under this Section 5.02 shall impose a limitation on the number of shares of such Common Stock which may be included in any event no later than such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata among any --- ---- participating holders, then the Company shall be obligated to include in such registration statement only such limited portion of the Registration Shares with respect to which such holder has requested inclusion hereunder. If the Company: (i) determined to include shares to be sold by it in any registration requests pursuant to this Section 5.02 or (ii) is engaged in or has fixed plans to engage within sixty (60) days after of the Shelf Registration Statement is filed date of such request in a registered public offering, in which the holders of Registrable Shares may exercise their "piggy back" rights under Section 5.01, then, in either of such events, such registration shall be deemed to have been a registration under Section 5.01 of this Article V. The Company may postpone the filing of any registration statement required under this Section 5.02 for a reasonable period of time, not to exceed ninety (90) days during any twelve (12) month period, if the Company has been advised by legal counsel, which counsel shall be reasonably acceptable to the holders of Registrable Shares, that such filing would require the disclosure of a material transaction or other matter and the Company determines in good faith that such disclosure would have a material adverse effect on the Company. The Company shall not be required to cause a registration statement requested pursuant to clause this Section 5.02 to become effective prior to ninety (i90) (days following the “Shelf Registration”). Each Holder agreeseffective date of a registration statement initiated by the Company, severally but not jointlyif the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to furnish the holders of Registrable Shares to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission under the Securities Act is applicable); provided, however, -------- ------- that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety (90) day period if the request pursuant to this Section 5.02 has been made prior to the expiration of such ninety (90) day period. In the event the Company exercises its right to delay a required registration, the Holders initiating the request hereunder may withdraw such request by giving written notice to the Company within thirty (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (530) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements after receipt of the Securities Act and the rules and regulations notice of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECdelay.

Required Registration. The Company From and after the 90th day following the Closing Date, if the Requisite Investors shall (i) cause a Shelf Registration Statement in writing state that such holders desire to be filed with sell Registrable Shares in the SEC (x) within thirty (30) days public securities markets and request the Corporation to effect the registration under the Securities Act of Registrable Shares, the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) Corporation shall promptly use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective effect the registration under the Securities Act of the Registrable Shares which the Corporation has been so requested by the SEC as promptly as possible but Requisite Investors to register. Anything contained in Section 2(a) to the contrary notwithstanding, the Corporation shall not be obligated to effect any event no later than sixty (60) days after registration under the Shelf Registration Statement is filed Securities Act pursuant to clause Section 2(a) except in accordance with the following provisions: The Corporation shall not be obligated to use commercially reasonable efforts to file and cause to become effective (iA) (more than two Registration Statements initiated pursuant to this Section 2(a); provided, however, that if the “Shelf Registration”). Each Holder agrees, severally but not jointly, Investors were unable to furnish to sell at least 90% of the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable Registrable Shares requested to be included in the Shelf last registration initiated by such group of Investors pursuant to Section 2(a) as a result of an underwriter's cutback, then additional registrations shall be added to this Section 2(b) until the foregoing condition is satisfied for such initiating group of Investors, or (B) any Registration Statement and during any period in which any other information necessary Registration Statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to make which Primary Shares or Other Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. The Corporation may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a), if at the time of such information previously furnished request (i) the Corporation is engaged, or has fixed plans to engage within 90 days of the Company by time of such Holder not misleading and request, in a firm commitment underwritten public offering of Primary Shares in which the Investors holding Registrable Shares may include such Registrable Shares pursuant to Section 3 or (ii) completed the Corporation reasonably determines that such registration and executed selling shareholder questionnairesoffering would interfere with any material transaction involving the Corporation; provided, powers however, that the Corporation may only delay the filing or effectiveness of attorneya registration statement pursuant to this Section 2(b) for a total of 90 days after the date of a request for registration. With respect to any registration pursuant to this Section 2(a), indemnities the Corporation shall give notice of such registration to the Investors who do not request registration hereunder and other documents reasonably required to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: first, pro rata among (x) the Registrable Shares requested by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required Investors to be stated therein or necessary to make the statements therein, included in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agreessuch registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to promptly supplement or amend be registered by each such Investor), (y) the Shelf Registration Statement, if Other Shares (only to the extent required by an effective Registration Rights Agreement entered into prior to March 28, 2001 between the rulesCorporation and the holders of such Other Shares) and (z) the Silicon Valley Shares; second, regulations or instructions applicable pro rata among (x) the Investors requesting their Registrable Shares (other than the Registrable Shares referred to in clauses (i)-(iv) of such definition covered by subsection (A) above); third, the Other Shares which are entitled to registration rights; and fourth, the Primary Shares. A requested registration under Section 2(a) may be rescinded as to all of the Registrable Shares requested to be so registered prior to such registration being declared effective by the Commission by written notice from such Requisite Investors to the Corporation; provided, however, that such rescinded registration form used shall not be deemed a Registration Statement initiated pursuant to Section 2(a) for the purpose of Section 2(b)(i)(A) if the Corporation shall have been reimbursed for all out-of-pocket expenses incurred by the Company for Corporation in connection with such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECrescinded registration.

Required Registration. The (a) At any time following the consummation of an initial public offering by the Company of its securities, WMF, or if at such time as some or all of the Restricted Securities held by WMF have then been transferred, a Threshold Amount of Investors may, by written notice, request on not more than two occasions that the Company register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice; PROVIDED, HOWEVER, that the Company shall not be obligated to register Restricted Stock pursuant to such request: (i) cause a Shelf Registration Statement to be filed with unless at the SEC (x) within thirty (30) days time of such request, all of the date that Investors shall hold in the aggregate 5.0% or more of all outstanding shares of Common Stock on a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and fully diluted basis; (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later particular jurisdiction (other than sixty (60New York) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration when it was not then so qualified and had not filed such a consent; (iiii) in writing, all information with respect to such Holder that during the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) period beginning 30 days prior to the anticipated filing, and ending on a date 90 days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Company's capital stock; or (iv) if counsel to the Company opines to the requesting Investors that the filing date. Prior to filing of such a registration statement would require the Shelf Registration Statement and any amendments thereto with disclosure of material non-public information about the SECCompany, the Company shall provide drafts thereof to disclosure of which could have a material adverse effect on the Purchaser and its counselbusiness or financial condition of the Company, and the Purchaser and its counsel in which event no such registration statement shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in filed until the form in which it becomes effective, will conform in all material respects with the requirements earlier of the Securities Act and lapse of 90 days from the rules and regulations issuance of the SEC thereunder and will not contain an untrue statement opinion of Company counsel or the issuance of a material fact or omit to state a material fact subsequent opinion that such information is no longer required to be stated therein disclosed, is not material or necessary to make non-public, or its disclosure would not have a material adverse effect on the statements therein, in the light business or financial condition of the circumstances Company; PROVIDED, HOWEVER, that the Company may not exercise its right under which they were made, not misleadingthis clause (iv) more than once in any 12-month period. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 360 days after the effective date of a registration form used statement filed by the Company for such Shelf Registration Statement covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been so requested (and which requests shall total at least twenty-five percent of the shares of Restricted Stock originally purchased by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECInvestors).

Required Registration. The If the Company shall (i) cause has not filed a Shelf Registration Statement registration --------------------- statement with respect to be filed with the SEC (x) within thirty (30) days of Registrable Securities on or before the date that is 90 days after the date of this Warrant, at any time thereafter and after receipt of a written request from the Registered Holder requests (the "INITIATING HOLDER"), asking the Company to make such filing or effect a registration (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder provided that the Company reasonably deems has previously not been required to effect a registration as provided below) of Registrable Securities owned by the Initiating Holders under the Securities Act and specifying the intended method or advisable methods of disposition thereof and the number of Registrable Securities sought to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECregistered, the Company shall provide drafts thereof promptly notify all Registered Holders of Registrable Securities in writing of the receipt of such request and each Registered Holder may elect (by written notice sent to the Purchaser Company within 10 Business Days from the date of such Registered Holder's receipt of the aforementioned Company's notice) to have its shares of Registrable Securities included in such registration thereof pursuant to this Section 5A, but the Company shall only be required to proceed with a registration pursuant to this Section 5A if the number of Registrable Securities that the Registered Holders and its counselthe Company shall have elected to include in such registration pursuant to this Section 5A have an aggregate Market Price in excess of $5,000,000, before deducting any underwriter commissions or discounts. Thereupon the Company shall, as expeditiously as possible, file a registration statement with respect to, and use its best efforts to effect the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of registration under the Securities Act and of, all shares of Registrable Securities that the rules and regulations Company has been so asked by such Registered Holders, subject to the next paragraph, to register for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.so

Required Registration. The Company shall After receipt of a written request from the holder of Warrants and/or Warrant Stock representing at least an aggregate of fifty percent (50%) of the total of (i) cause a Shelf Registration Statement all shares of Warrant Stock then subject to be filed with the SEC (x) within thirty (30) days purchase upon exercise of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, all warrants and (ii) all shares of Warrant Stock then outstanding, and which are Restricted Common Stock requesting that Company effect the registration of Warrant Stock issuable upon the exercise of such holder's Warrants or of any of such holder's Warrant Stock under the Securities Act and specifying the intended method or methods of disposition thereof (which the Company shall be reasonably satisfied will not be illegal), Company shall promptly notify all holders of Warrants and Warrant Stock in writing of the receipt of such request and each such holder, in addition to any rights under Section 9.4, may elect (by written notice sent to Company within ten (10) Business Days from the date of such holder's receipt of the aforementioned Company's notice) to have its shares of Warrant Stock included in such registration thereof pursuant to this Section 9.3. Thereupon Company shall, as expeditiously as is possible, use commercially reasonable its best efforts to cause effect the registration under the Securities Act of all shares of Warrant Stock which Company has been so requested to register by such Shelf Registration Statement holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Warrant Stock so registered; provided, however, that Company shall not be required to effect more than two (2) registrations of any Warrant Stock pursuant to this Section 9.3, unless Company shall be eligible to file a registration statement on Form S-3 (or other comparable short form) under the Securities Act, in which event there shall be no limit on the number of such registrations pursuant to this Section 9.3. If the managing underwriter advises the prospective sellers in writing that the aggregate number of shares of Warrant Stock and other shares of Common Stock, if any, requested to be declared effective registered by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required other holders of registration rights or advisable proposed to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required registration by the Company at least five should be less than the number of shares of Warrant Stock and other shares of Common Stock requested or proposed to be registered, the number of shares of Warrant Stock and other shares of Common Stock to be sold by each prospective seller (5including the Company) days prior shall be reduced as follows: first, the number of shares of Common Stock proposed to be registered by the anticipated filing dateholders of Common Stock possessing registration rights granted by the Company other than under or arising from this Warrant shall be reduced to zero, if necessary; second, the number of shares of Common Stock proposed to be registered by the Company shall be reduced to zero, if necessary; and third, the number of shares of Warrant Stock proposed to be included in such registration shall be reduced pro rata among the prospective sellers of shares of Warrant Stock to be sold in the proposed distribution. Prior If such underwriter determines that the number of shares of Common Stock proposed to filing the Shelf Registration Statement and any amendments thereto be sold is insufficient to proceed with the SECsuch registration or qualification, the Company shall provide drafts thereof immediately recapitalize its Common Stock to the Purchaser enable such registration and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required qualification to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for completed as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECunderwriter advises.

Required Registration. (a) The Company shall use its best efforts to file, by the Filing Date, a registration statement (i"Registration Statement") cause a Shelf Registration Statement on Form S-3 (or other suitable form, at the Company's discretion, but subject to be filed with the SEC (x) within thirty (30) days reasonable approval of the date that a Holder requests Holders), covering no more than 7,200,000 shares for holders of piggyback rights at the Company to make such filing or (y) on such other date as mutually agreed by time of this Agreement, plus covering the Company and a Holderresale of all of the Registrable Securities, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf which Registration Statement, in to the form in which it becomes effective, will conform in all material respects with the requirements of extent allowable under the Securities Act and the rules and regulations Rules promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the exercise of the SEC thereunder and will not contain an untrue statement of a material fact Warrants to prevent dilution resulting from stock splits, stock dividends or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingsimilar transactions. The Company agrees shall use its best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company is notified by a Holder of Registrable Securities relating to the Units that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the resales of a number of shares of Common Stock equal to at least (i) one hundred fifty percent (150%) of the number of shares of Common Stock that would be issuable to such Holder (a "Registration Shortfall"), the Company shall, within seven (7) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to at least two hundred percent (200%) of the number of shares of Common Stock that would be issuable to such Holder. If for any reason or for no reason, the Registration Statement is not declared effective under the Securities Act on or prior to the Due Date or is not available for resales of all Registrable Securities at anytime thereafter ("Registration Failure Period"), the Company shall make payments to each Holder ("Registration Failure Payments") which shall accrue at the rate of 2% per month, accruing daily, on the principal amount of $600,000, or the actual amount invested, until the later of (a) the end of such Registration Failure Period , payable, at the option of the Holder (i) in shares of Common Stock ("Additional Shares"), valued at the closing bid price of the Common Stock on the business day immediately prior to the delivery of the Additional Shares or (ii) in cash, in each case payable within 5 business days of the last day of the calendar month in which they accrue Notwithstanding the above, no Registration Failure Payments shall accrue prior to the Due Date. Such Additional Shares shall also be deemed "Registrable Securities" as defined herein. The Company covenants to use its commercially reasonable best efforts to keep use Form S-3 for the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if registration required by the rules, regulations or instructions this Section during all applicable to the registration form used times contemplated by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthis Agreement.

Required Registration. (a) The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than file, within sixty (60) days after the Shelf Last Closing of the Offering and shall in any event file, within ninety (90) days after the Last Closing of the Offering, a registration statement ("Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion, but subject to the reasonable approval of Subscribers), covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Preferred Stock or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Placement Agent Warrant plus at least Three Million Five Hundred Thousand (3,500,000) shares of Common Stock and shall cover, to the extent allowed by applicable law, such additional indeterminate number of shares of Common Stock as are required to effect conversion of the Preferred Stock due to fluctuations in the price of the Company's Common Stock. The Company shall use best efforts to have the Registration Statement declared effective as soon as possible. In the event that the Company determines, which determination shall be made by the Company within five (5) business days after the last business day of each month after the Due Date or is notified at any time by a Holder, that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price (as defined in the Subscription Agreements) then in effect (based upon the average closing price of the Company's Common Stock for the twenty (20) trading days prior to such calculation) and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price (as defined in the Subscription Agreement) then in effect (based upon the average closing price of the Company's Common Stock for the twenty (20) trading days prior to such calculation) and upon exercise of all the outstanding Warrants. If the Registration Statement is not filed within ninety (90) days after the Last Closing of the Offering, Company shall pay the Subscribers an amount equal to one and one-half percent (1 1/2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement is filed, payable in Common Stock, as set forth below ("Late Filing Payment"). If the Registration Statement is not declared effective by the Due Date, or if any Amended or New Registration Statement required to be filed hereunder is not declared effective within three (3) calendar months of the date it is required to be filed, the Company shall pay the Subscribers an amount equal to one and one-half percent (1 1/2%) per month of the aggregate amount of outstanding Preferred Stock held by Subscriber, accruing daily until the Registration Statement or a registration statement filed pursuant to clause Section 3 of this Agreement is declared effective (the "Late Registration Payment"). Any Late Filing Payment or Late Registration Payment shall be payable in Common Stock, as follows: Upon conversion of each share of Preferred Stock, the Company shall issue to the Subscriber the number of shares of Common Stock determined as set forth in Section 5(a) of the Certificate of Designation, plus an additional number of shares of Common Stock attributable to such share of Preferred Stock (the "Additional Shares") determined as set forth below: Additional Shares = Late Registration Payment + Late Filing Payment ----------------------------------------------- Conversion Price ; provided that, if the Registration Statement is not declared effective within two (2) months after the Due Date, or if any Amended or New Registration Statement required to be filed hereunder is not effective within four (4) months of the date it is required to be filed, any Late Filing Payment or Late Registration Payment not previously paid in Additional Shares shall be payable, in cash by a cashiers check, at the option of the Holder (upon written request of such Holder, referred to as a "Cash Payment Request"), no later than ten (10) days after the end of (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to month in which the Company (i) in writing, all information with respect to such Holder that receives the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading Holder's Cash Payment Request and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by any subsequent month(s) for which such amounts accrue (unless the Holder notifies the Company at least five (5) days prior otherwise, in writing). With respect to the anticipated filing date. Prior Preferred Stock, "Conversion Price" has the definition ascribed to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, it in the form in which it becomes effective, will conform in all material respects with the requirements Certificate of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to Designation. Such Additional Shares shall also be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingdeemed "Registrable Securities" as defined herein. The Company agrees covenants to use its commercially reasonable best efforts to keep use Form S-3 for the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if registration required by the rules, regulations or instructions this Section during all applicable to the registration form used times contemplated by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthis Agreement.

Required Registration. (a) The Company shall, within two (2) months after the Record Date of the Offering of the Preferred Stock, file a registration statement on Form S-1 (or other suitable form), or, at the Company's discretion, a post-effective amendment to an effective registration statement (collectively, a "Registration Statement"), but subject to the reasonable approval of Subscribers), covering the resale of all shares of Registrable Securities then outstanding or issuable upon conversion of all then outstanding Preferred Stock or upon exercise of the Warrants. Such Registration Statement shall initially cover the number of shares issuable upon exercise of the Placement Agent Warrant plus at least Five Million Five Hundred Thousand (5,500,000) shares of Common Stock and shall cover, to the extent allowed by applicable law, such additional indeterminate number of shares of Common Stock as are required to effect conversion of the Preferred Stock due to fluctuations in the price of the Company's Common Stock, in accordance with Rule 416 of the Act. The Company shall (i) cause a Shelf use its best efforts to have the Registration Statement to be filed with declared effective as soon as possible. In the SEC (x) within thirty (30) days of the date event that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed determines, which determination shall be made by the Company and within five (5) business days after the last business day of each month after the Due Date or is notified at any time by a Holder, and (ii) use commercially reasonable efforts to cause such Shelf that the Registration Statement does not cover a sufficient number of shares of Common Stock to effect the resales of a number of shares of Common Stock equal to one hundred twenty five percent (125%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Conversion Price (as defined in the Certificate of Determination of the Preferred Stock) in effect on the last business day of such month (the "Assumed Conversion Price"), and upon exercise of all the outstanding Warrants (a "Registration Shortfall"), the Company shall, within five (5) business days, amend the Registration Statement or file a new Registration Statement (also an "Amended" or "New" Registration Statement, respectively), as appropriate, to add such number of additional shares as would be necessary to effect the resales of a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock issuable to each Subscriber upon conversion of all outstanding Preferred Stock then eligible for conversion, at the Assumed Conversion Price then in effect and upon exercise of all the outstanding Warrants. If the Registration Statement is not filed within two (2) months after the Record Date of the Offering, the Company shall pay each of the Subscribers an amount equal to two percent (2%) per month of the aggregate amount of outstanding Preferred Stock held by such Subscriber, accruing daily until the Registration Statement is filed, payable in cash or Common Stock, as set forth below ("Late Filing Payment"). If the Registration Statement is not declared effective by the SEC as promptly as possible but in Due Date, or if any event no later than sixty (60) days after the Shelf Amended or New Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in filed hereunder is not declared effective within two (2) calendar months of the Shelf Registration Statement and any other information necessary date it is required to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECbe filed, the Company shall provide drafts thereof pay each Subscriber an amount equal to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements two (2%) per month of the Securities Act and aggregate amount of outstanding Preferred Stock held by such Subscriber, accruing daily until the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by a registration statement filed pursuant to Section 3 of this Agreement is declared effective (the Securities Act "Late Registration Payment"). Any Late Filing Payment or by any other rules and regulations thereunder Late Registration Payment shall be payable in Common Stock for shelf registrationsthe first three (3) months of accrual of such payments, and thereafter shall be payable in Common Stock or cash, at the Company agrees Subscriber's option, as follows: If Subscriber elects to furnish be paid in cash, such late Filing Payment or Late Registration Payment shall be paid to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.Subscriber within five

Required Registration. Whenever the Company shall receive a written request therefor from any holder or holders on or after September 20, 1997 of at least 40,000 shares of Registrable Stock, the Company shall promptly prepare and file a registration statement under the Securities Act covering the Registrable Stock which is the subject of such request and shall use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such request, the Company shall promptly give written notice to all holders of Registrable Stock that such registration is to be effected. The Company shall (i) cause a Shelf Registration Statement include in such registration statement such Registrable Stock for which it has received written requests to be filed with register such shares by the SEC (x) holders thereof within thirty (30) days after the effectiveness of the date Company's written notice to such other holders. The Company shall be obligated to prepare, file and cause to become effective only one (1) registration statement (excluding therefrom any registration statement which is withdrawn prior to the effectiveness or otherwise or abandoned at the request of the holders of a majority of the Registrable Stock sought to be registered in such registration statement, provided, however, that a Holder requests such holders have elected to pay and have paid to the Company to make such filing or (y) on such other date as mutually agreed in full the registration expenses theretofor incurred by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective otherwise payable by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed Company pursuant to clause paragraph (ie) of this Section 10. Except as hereinafter expressly provided, without the written consent of the holders of a majority of the shares of Registrable Stock for which registration has been requested pursuant to this Paragraph, neither the Company nor any other holder of securities of the Company may include securities in such registration. If, in the good faith judgment of the managing underwriter, if any, of such public offering, the inclusion of all of the Registrable Stock covered by requests for registration pursuant to this Paragraph 10 (b) would materially and adversely affect the “Shelf Registration”). Each Holder agreessuccessful marketing of a lesser amount of Registrable Stock, severally but not jointly, to furnish after giving priority to the Company (i) shares of Registrable Stock over all other persons who may participate in writingsuch registration, all information with respect to such Holder that the Company reasonably deems required or advisable number of shares of Registrable Stock otherwise to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished underwritten public offering shall be reduced to the Company required level with the participation in such offering to be pro rata among the holders of Registrable Stock requesting such registration, based upon the number of shares of Registrable Stock owned by such Holder not misleading holders; and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required those shares which are excluded from the underwritten public offering shall be withheld from the market by the Company at least five holders thereof for a period, not to exceed ninety (590) days prior days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The managing underwriter or underwriters of any underwritten public offering requested pursuant to this Paragraph 10 (b) shall be selected by the Company. Notwithstanding anything to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECcontrary herein, the Company shall provide drafts thereof have the right, from time to time, by written notice to any holder of Registrable Stock who has made a registration demand pursuant to this Section 10 or had Registrable Stock included in an effective registration statement, as applicable, (i) to delay the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement filing of a material fact registration statement pursuant to this Section 10 or omit (ii) to state a material fact required to be stated therein or necessary to make the statements therein, in the light request that any selling holder of the circumstances Registrable Stock under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously an effective for as long as the Holders hold any registration statement discontinue dispositions of Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable Stock pursuant to the registration form used by statement covering such Registrable Stock pursuant to the registration statement covering such Registrable Stock until further notice, in writing, from the Company (and each such selling holder hereby agrees to discontinue any distributions forthwith), if in the good faith judgment of the Company's Board of Directors it would be adverse to the Company for such Shelf Registration Statement registration statement to be filed, or for an effective registration statement to be amended (by incorporation by reference to other documents or otherwise) in order to continue to permit dispositions of Registrable Stock in compliance with applicable securities laws, because such filing or amendment would interfere with any bona fide financing, acquisition, corporate reorganization or other material transaction involving the Securities Act Company or by any of its subsidiaries or would compel premature disclosure thereof or of any other rules and regulations thereunder for shelf registrationssignificant corporate development; provided, and however, that the Company agrees shall not have the right to furnish defer such filing or to require discontinuance of such dispositions of Registrable Stock for a period or periods exceeding 120 days in the Holders copies of aggregate in any such supplement or amendment promptly after its being used or filed with one calendar year during which the SECregistration rights provided in this Section 10 are in effect.

Required Registration. The (a) At any time after the date which is six (6) months from the date of this Agreement, any two (2) of the three (3) holders of Restricted Stock acting together as a group may request on two (2) separate occasions the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice, PROVIDED that the shares of Restricted Stock for which registration has been requested shall constitute at least the lesser of (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days 50% of the date that a Holder requests the Company total shares of Restricted Stock originally issued to make such filing holders, or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause the remaining shares of Restricted Stock held by such Shelf Registration Statement to be declared effective by the SEC as promptly as possible holders, but in any event not less than 1,500,000 shares of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time and the number of shares of Restricted Stock which would be issuable to a holder of Warrants upon exercise of all Warrants held by such holder at such time, PROVIDED, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares and Warrants shall be entitled to sell such Preferred Shares and Warrants to the underwriters for conversion or exercise, respectively, and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no later than sixty (60) request may be made under this Section 4 within 180 days after the Shelf Registration Statement is effective date of a registration statement filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall have been entitled to join pursuant to Section 5 and in which there shall have been effectively registered at least five fifty percent (550%) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations shares of the SEC thereunder and will not contain an untrue statement of a material fact or omit Restricted Stock as to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECshall have been requested.

Required Registration. The Company shall (a) At any time after the earlier of (i) cause the date any registration statement shall have become effective covering a Shelf Registration Statement to be filed with firm commitment underwritten public offering under the SEC (x) within thirty (30) days Securities Act of 1933, as then in effect, or any comparable statement under any similar Federal statute then in force, of shares of capital stock of the Company in which (a) the aggregate price paid for such shares by the public shall be Ten Million Dollars ($10,000,000) or more in cash, and (b) the price paid by the public for such shares reflects a preoffering valuation of the Company of Forty Million Dollars ($40,000,000) or more; or (ii) the date that of listing of shares of a Holder requests class of shares of capital stock of the Company on any national securities exchange, the Nasdaq National Market, Nasdaq Smallcap Market or any successor markets or exchanges, the holders of Restricted Stock constituting at least 50% of the total shares of Restricted Stock then outstanding may request the Company to make register under the Securities Act all or any portion of the shares of Restricted Stock held by such filing requesting holder or holders for sale in the manner specified in such notice; provided that the shares of Restricted Stock for which -------- registration has been requested shall constitute at least 20% of the total shares of Restricted Stock then outstanding if such holder or holders shall request the registration of less than all shares of Restricted Stock then held by such holder or holders (y) on such other date as mutually agreed by or any lesser percentage if the Company and a Holder, and (ii) use commercially reasonable efforts reasonably anticipated aggregate price to cause such Shelf Registration Statement the public of all shares of Restricted Stock to be declared effective by the SEC as promptly as possible but offered in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”such offering would exceed $10,000,000). Each Holder agreesFor purposes of this Section 1.2 and Sections 1.3, severally but not jointly1.4, 2(a) and 2(d), the term "Restricted Stock" shall be deemed to furnish include the number of shares of Restricted Stock which would be issuable to the Company (i) in writinga holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, all information with respect to such Holder provided, however, that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, only -------- ------- securities which the Company shall provide drafts thereof be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any -------- ------- ------- underwritten public offering contemplated by this Section 1.2 or Sections 1.3 and 1.4, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the Purchaser underwriters for conversion and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements sale of the Securities Act and the rules and regulations shares of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECCommon Stock issued upon conversion thereof.

Required Registration. The After receipt of a written request from the holders of Warrants and/or Warrant Shares representing at least an aggregate of 33-1/3% of the total of (i) all Warrant Shares then subject to purchase upon exercise of all Warrants and (ii) all Warrant Shares then outstanding, requesting that the Company effect the registration of Warrant Shares issuable upon the exercise of such holders' Warrants or of any of such holders' Warrant Shares under the Securities Act and specifying the intended method or methods of disposition thereof, the Company shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days promptly notify all holders of Warrants and Warrant Shares in writing of the date that a Holder requests receipt of such request and each such holder may elect (by written notice sent to the Company within ten business days from the date of such holder's receipt of the aforementioned Company's notice) to make have its shares of Warrant Shares included in such filing or (y) on such other date as mutually agreed by the Company and a Holder, registration thereof; and (ii) as expeditiously as is possible, use commercially reasonable its best efforts to cause effect the registration under the Securities Act of all Warrant Shares which the Company has been so requested to register by such Shelf Registration Statement holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Warrant Shares so registered; PROVIDED, HOWEVER, that the Company shall not be declared effective by the SEC as promptly as possible but in required to effect more than three registrations of any event no later than sixty (60) days after the Shelf Registration Statement is filed Warrant Shares pursuant to clause this Section 10(a). Notwithstanding the other provisions of this Section 10(a), (i) the Company shall not be required to use its best efforts to register any Warrant Shares pursuant to this Section 10(a) within a one hundred and eighty (180) day period after the “Shelf Registration”). Each Holder agreeseffective date of any other registration statement of the Company effected under this Section 10(a) and (ii) the Company may defer the obligation to file any registration statement under this Section 10(a) for up to one hundred and twenty (120) days upon delivery to the requesting Warrantholders of a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, severally but not jointly, to furnish it would be seriously detrimental to the Company and its stockholder, or for any transaction contemplated by the Company, for such registration statement to be effected at such time (i) in writingprovided, all information with respect however, that such right to such Holder that delay may be exercised by the Company reasonably deems required or advisable no more than twice in any twelve-month period). In the event that any registration pursuant to this Section 10(a) is to be underwritten, the Company shall have the right to select the underwriters, with the consent of the Warrantholders holding a majority of the Warrant Shares to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder registration (which consent shall not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECunreasonably withheld).

Required Registration. The Company shall (i) cause In addition to the registration permitted pursuant to Section 3(a), the Holders shall have the right after the expiration of the Pre-Demand Period to request in writing (a Shelf "Request") (which Request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof) that the Company register such portion of such Holders' Registrable Securities as shall be specified in the Request (a "Demand Registration") by filing with the SEC, as soon as practicable thereafter, but, not later than the 30th day (or the 45th day if the applicable registration form is other than Form S-3) after the receipt of such a Request by the Company, a registration statement (a "Demand Registration Statement") covering such Registrable Securities, and the Company shall use its best efforts to have such Demand Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly soon as possible practicable thereafter, but in any no event no later than sixty the 75th day (60or the 90th day if the applicable registration form is other than Form S-3) days after the Shelf receipt of such a Request, and to keep such Demand Registration Statement Continuously Effective for a period of at least 60 days following the date on which such Demand Registration Statement is filed declared effective, as extended by the length of any Suspension Period (as defined in Section 7) with respect thereto (or for such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement shall have been sold pursuant thereto), including, The Company shall not be obligated to effect more than three (3) Demand Registrations pursuant to clause Requests. For purposes of the preceding sentence, a Demand Registration shall not be deemed to have been effected, (i) unless a Demand Registration Statement with respect thereto has become effective, (ii) if after such Demand Registration Statement has become effective, the “Shelf Registration”)offer, sale or distribution of Registrable Securities thereunder is prevented by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity for any reason not attributable to any Holder and such effect is not thereafter eliminated, or (iii) if the conditions to closing specified in the underwriting agreement entered into in connection with such Registration are not satisfied or waived, other than by reason of a failure on the part of any Holder. Each Holder agreesIf the Company shall have complied with its obligations under this Agreement, severally but not jointly, a right to furnish a Demand Registration pursuant to this Section 3 shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been sold to the Company underwriters or distributed pursuant to the Demand Registration Statement, and (y) the date as of which such Demand Registration shall have been Continuously Effective for a 60-day period or other period specified in the preceding paragraph following the effectiveness of such Demand Registration Statement. Any Request made pursuant to this Section 3(b) shall be addressed to the attention of the Secretary of the Company, and shall specify (a) the number of Registrable Securities to be Registered (which shall be not less than the lesser of (i) in writing, all information with respect to such Holder that 5% of the Company reasonably deems required total number of shares of Common Stock and Class B Common Stock outstanding or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers the remaining balance of attorney, indemnities and other documents reasonably required the Registrable Securities then held by the Company at least five Holders, provided that the aggregate public offering price of the Registrable Securities to be registered (5) days based on the closing sale price of the Common Stock on 7 135 the last trading day prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement delivery of a material fact or omit Request) would not be less than $500 million), (b) the intended method of distribution thereof and (c) that the request is for a Demand Registration pursuant to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthis Section 3.1(b).

Required Registration. The Company shall (a) At any time after the earlier of (i) one hundred eighty (180) days after any Registration Statement covering a public offering of securities of the Company under the Securities Act having become effective and (ii) four (4) years from the date hereof, the Holder or Holders of at least fifty (50%) percent of all Registrable Stock then outstanding may by notice in writing to the Company request the Company to register under the Securities Act all or any portion of shares of Registrable Stock held by such requesting Holder or Holders for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of all shares of Registrable Stock requested to be included in such public offering would exceed $7,500,000. Notwithstanding anything to the contrary contained herein, the Company shall not be required to seek to cause a Shelf Registration Statement to become effective pursuant to this Section 2: (A) within a period of ninety (90) days (one hundred eighty (180) days if the Registration Statement covers an underwritten distribution) after the effective date of a Registration Statement filed by the Company (other than a Registration Statement on Forms S-4, X-0 xx any successors thereto), provided that the Company shall use its best efforts to achieve effectiveness of a registration requested hereunder promptly following such period if such request is made during such period; (B) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a Registration Statement to be filed with in the SEC (x) within thirty (30) days near future due to pending Company events, or that it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the date that a Holder requests Board of Directors, should not be disclosed, then the Company Company's obligation to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially all reasonable efforts to cause such Shelf Registration Statement register, qualify or comply under this Section 2 shall be deferred for a period not to be declared effective by the SEC as promptly as possible but in any event no later than sixty exceed one hundred twenty (60120) days after from the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agreesdate of receipt of written request from such Holders; provided, severally but not jointlyhowever, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included may not utilize this deferral right more than once in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECtwelve-month period.

Required Registration. If the Company shall receive a written request therefor from any record holder or holders of an aggregate of at least a majority of the shares of Purchased Stock not theretofore registered under the Securities Act and sold, the Company shall prepare and file a registration statement under the Securities Act covering the shares of Purchased Stock which are the subject of such request and shall use its best efforts to cause such registration statement to become effective. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of shares of Purchased Stock not theretofore registered under the Securities Act and sold that such registration is to be effected. The Company shall (i) cause a Shelf Registration Statement include in such registration statement such shares of Purchased Stock for which it has received written requests to be filed with register by such other record holders within 30 days after the SEC (x) within thirty (30) days delivery of the date that Company's written notice to such other record holders. The Company shall be obligated to prepare, file and cause to become effective only two registration statements (other than on Form S-3 or any successor form promulgated by the Commission ("Form S-3")) pursuant to this Section 11.1, and to pay the expenses associated with such registration statements; notwithstanding the foregoing, the record holder or holders of an aggregate of at least a Holder requests majority of the shares of Purchased Stock not theretofore registered under the Securities Act and sold may require, pursuant to this Section 11.1, the Company to make file, and to pay the expenses associated with, any number of registration statements on Form S-3, if such filing or (y) on such other date as mutually agreed form is then available for use by the Company and a Holder, such record holder or holders and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement at least 100,000 shares are to be included on any such registration statement. In the event that the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 11.1 determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after Commission, and such registration statement, if theretofore filed with the Shelf Registration Statement Commission, is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information withdrawn with respect to the Purchased Stock covered thereby, and the holders of such Holder that Purchased Stock agree to bear their own expenses incurred in connection therewith and to reimburse the Company reasonably deems required or advisable to be included in for the Shelf Registration Statement and any other information necessary to make any such information previously furnished expenses incurred by it attributable to the registration of such Purchased Stock, then the holders of such Purchased Stock shall not be deemed to have exercised their right to require the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnairesto register Purchased Stock pursuant to this Section 11.1. If, powers of attorney, indemnities and other documents reasonably required at the time any written request for registration is received by the Company at least five (5) days prior pursuant to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SECthis Section 11.1, the Company shall provide drafts thereof have previously determined to proceed with the Purchaser actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its counselsecurities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 11.2 hereof rather than this Section 11.1, and the Purchaser and its counsel rights of the holders of Purchased Stock covered by such written request shall be given governed by Section 11.2 hereof. Without the written consent of the holders of a reasonable opportunity majority of the Purchased Stock for which registration has been requested pursuant to review and comment upon this Section 11.1, neither the Company nor any other holder of securities of the Company may include securities in such Shelf Registration Statement. The Shelf Registration Statement, registration if in the form in which it becomes effective, will conform in all material respects good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the requirements successful marketing of the Purchased Stock or require the exclusion of any portion of the Purchased Stock to be registered. If the Company delivers written notice to all record holders of Purchased Stock of its determination to file a registration statement under the Securities Act in connection with the proposed offer and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective sale for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies cash of any of its securities, such supplement or amendment promptly after its being used or filed with holders of Purchased Stock agree not to exercise their right to demand registration of any shares of Purchased Stock pursuant to this Section 11.1 for a period not to exceed 120 days from the SECdate of such registration.

Required Registration. The Company shall (a) On or after the earlier of (i) cause a Shelf Registration Statement May 23, 2006 or (ii) 180 days after such time as the Company becomes subject to be filed with the SEC reporting requirements under the Exchange Act, either (x) within thirty the holders of shares of Registrable Stock (30excluding the Principals' Shares) days constituting at least a majority in interest of the date that a Holder requests total shares of Registrable Stock issued or issuable upon conversion of the Company to make such filing issued shares of Series A Preferred Stock or (y) on the holders of shares of Registrable Stock (excluding the Principals' Shares) constituting at least thirty-five percent (35%) of the total shares of Registrable Stock issued or issuable upon conversion of the issued shares of Series B Preferred Stock may request the Company to register under the Securities Act all or any portion of the shares of Registrable Stock held by such other requesting holder or holders for sale in the manner specified in such notice (subject to the limitations set forth in subsection 4(d) hereof), PROVIDED, that the aggregate price to the public of such offering would exceed $5,000,000. For purposes of this SECTION 4 and SECTIONS 5, 6, 13(a) and 13(d), the term "Registrable Stock" shall be deemed to include the number of shares of Registrable Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock held by such holder at such time; PROVIDED, HOWEVER, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; PROVIDED, FURTHER, HOWEVER, that, in any underwritten public offering contemplated by this SECTION 4 or SECTIONS 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this SECTION 4 within 180 days after the effective date as mutually agreed of a registration statement filed by the Company and covering a Holder, and (ii) use commercially reasonable efforts firm commitment underwritten public offering in which the holders of Registrable Stock shall have been entitled to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed join pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required SECTIONS 5 or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC6.

Required Registration. The Company shall (a) Subject to Section 13(f) of this Agreement, at any time after the earlier of (i) cause the date which is three years after the date hereof and (ii) the date that is six (6) months after the first public offering after the date hereof of securities by the Company, holders of Restricted Stock constituting more than 50% of the total number of shares of Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice. For purposes of this Section 4 and Sections 5, 6, 13(a) and 13(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a Shelf Registration Statement holder of Preferred Stock upon conversion of all shares of Preferred Stock held by such holder at such time; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be filed shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Stock shall be entitled to sell such Preferred Stock to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof and holders of a majority of the Preferred Stock being so registered shall have the right to approve the managing underwriter(s) selected by the Company in connection with such underwritten public offering. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect a registration (i) during the 180 day period commencing with the SEC effective date of a registration statement filed by the Company covering the first firm commitment underwritten public offering after the date hereof or (xii) if the Company delivers notice to the holders of the Restricted Stock within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements registration request of the Securities Act and the rules and regulations of the SEC thereunder and will not contain Company’s intent to file a registration statement for an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECunderwritten public offering within ninety (90) days.

Required Registration. The Company Parent shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use its commercially reasonable efforts to (i) file a post-effective amendment to the Registration Statement on Form S-3 registering the resale of the Registrable Shares within 60 days following the Closing Date (the “AMENDMENT”), so long as the holders of such Registrable Shares shall provide the information necessary for inclusion therein in a timely manner to enable Parent to file the Amendment within such period, (ii) to cause such Shelf Registration Statement Amendment to be declared effective by the SEC as promptly soon thereafter as possible but and in any event no later than sixty one hundred eighty (60180) days after following the Shelf Registration Statement is filed pursuant Closing Date, (iii) to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to file such Holder amendments or supplements as may be necessary so that the Company reasonably deems required or advisable to be included prospectus contained in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration Statement, in the form in which it becomes effective, will conform in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC thereunder and Amendment will not contain include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing, and (iv) to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under which they were madeapplicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as Holder may reasonably request and that would permit or facilitate the sale of all Holder’s Registrable Shares (provided, however, that Parent shall not misleading. The Company agrees be required in connection therewith to qualify to do business or to file a general consent to service of process in any such state or jurisdiction), and in each case Parent will use its commercially reasonable efforts to keep cause such Amendment and all other such registrations, qualifications and compliances to be declared effective as promptly as practicable thereafter. As soon as reasonably practicable after the Shelf Registration Statement continuously effective for as long as Closing Date, Parent will provide to each holder of Registrable Securities a questionnaire setting forth the Holders hold any information that Parent will require from each such holder to include such holder’s Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend Shares in the Shelf Registration Statement, if required by . If Holder shall fail to furnish such information to Parent within twenty (20) days following the rules, regulations or instructions applicable date on which such questionnaire shall be delivered to the registration form used by Holders, Parent may exclude Holder from the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECStatement.

Required Registration. The Company At any time after 180 days following completion of a Qualified Public Offering by the Corporation, if the Corporation shall (i) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days requested by one or more holders of at least 50% of the date that outstanding shares of the Series A Preferred Stock (a Holder requests "Series A Demand") or by one or more holders of at least 50% of the Company outstanding shares of the Series B Preferred Stock (a "Series B Demand") (in either case based on the underlying Class A Common Stock for which the shares of Preferred Stock are convertible or exercisable) to make effect the registration under the Securities Act of Restricted Securities having a proposed aggregate offering price equal to or greater than $5,000,000, then the Corporation shall promptly give written notice of such filing or (y) on such other date as mutually agreed by the Company and a Holderproposed registration to all holders of Restricted Securities, and (ii) thereupon the Corporation shall promptly use commercially reasonable its best efforts to cause effect the registration under the Securities Act of the Restricted Securities that the Corporation has been requested to register for disposition as described in the request of such Shelf Registration Statement to be declared effective by holders of Restricted Securities (the SEC as promptly as possible but "Initiating Holders") and in any event no later than sixty (60) response received from any of the holders of Restricted Securities within 30 days after the Shelf Registration Statement is filed giving of the written notice by the Corporation; provided, however, that the Corporation shall not be obligated to -------- ------- effect any registration under the Securities Act except in accordance with the following provisions and Section 3.7 and provided, further, that the Corporation -------- ------- shall not be obligated to effect more than one registration under this Section 3.4 pursuant to a Series A Demand and one registration under this Section 3.4 pursuant to a Series B Demand: (a) Subject to Section 3.6, the Corporation shall not be obligated to file and cause to become effective more than one (1) registration statement on behalf of the holders of each of the Series A Preferred Stock and Series B Preferred Stock pursuant to this Section 3.4. (b) Notwithstanding the foregoing, the Corporation may include in each such registration requested pursuant to this Section 3.4 any authorized but unissued shares of Class A Common Stock (or authorized treasury shares) for sale by the Corporation or any issued and outstanding shares of Class A Common Stock for sale by the Founders or by others; provided, however, that, if the number of -------- ------- shares of Class A Common Stock so included pursuant to this clause (ib) (exceeds the “Shelf Registration”). Each Holder agreesnumber of Restricted Securities requested by the holders of Restricted Securities requesting such registration, severally but not jointlythen such registration shall be deemed to be a registration in accordance with and pursuant to Section 3.5; and provided further, to furnish to the Company (i) in writinghowever, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any inclusion of such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required authorized but ---------- ------- unissued shares by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement Corporation or issued and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon outstanding shares of Class A Common Stock by others in such Shelf Registration Statement. The Shelf Registration Statementregistration does not adversely affect, in the form in which it becomes effective, will conform in all material respects with the requirements sole opinion of the holders of Restricted Securities Act and requesting such registration, the rules and regulations ability of the SEC thereunder and will not contain an untrue statement holders of Restricted Securities requesting such registration to market the entire number of Restricted Securities requested by them. (c) Notwithstanding the foregoing, if at the time of any request to register securities pursuant to this Section 3.4 the Corporation is engaged in or has plans to engage in a material fact registered public offering or omit to state a material fact required to be stated therein or necessary to make the statements thereinis engaged in any other activity which, in the light good faith determination of the circumstances under which they were made, not misleading. The Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for as long as the Holders hold any Registrable Securities. The Company further agrees, if necessary, to promptly supplement or amend the Shelf Registration Statement, if required Board would be materially adversely affected by the rulesrequested registration, regulations or instructions applicable then the Corporation may at its option direct that such request be delayed for a period not to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.exceed 180 11

Required Registration. The Company shall (ia) cause a Shelf Registration Statement to be filed with the SEC (x) within thirty (30) days of the date that a Holder requests the Company to make such filing or (y) on such other date as mutually agreed by the Company and a Holder, and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than sixty (60) Within 180 days after the Shelf Registration Statement is filed pursuant to clause (i) (the “Shelf Registration”). Each Holder agrees, severally but not jointly, to furnish to the Company (i) in writing, all information with respect to such Holder that the Company reasonably deems required or advisable to be included in the Shelf Registration Statement and any other information necessary to make any such information previously furnished to the Company by such Holder not misleading and (ii) completed and executed selling shareholder questionnaires, powers of attorney, indemnities and other documents reasonably required by the Company at least five (5) days prior to the anticipated filing date. Prior to filing the Shelf Registration Statement and any amendments thereto with the SEC, the Company shall provide drafts thereof to the Purchaser and its counsel, and the Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon such Shelf Registration Statement. The Shelf Registration StatementCompletion Date, in the form in which it becomes effective, will conform in all material respects accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder Commission, the Company shall prepare and will not contain file with the Commission a registration statement under the Securities Act on an untrue statement appropriate form, covering the Consideration Shares and the intended methods of a material fact or omit to state a material fact required to be stated therein or necessary to make distribution by the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to Vendors and shall use its commercially reasonable efforts to keep cause such registration statement to become effective as soon as practicable and to remain effective until the Shelf Registration Statement continuously effective earlier to occur of the date (i) the Consideration Shares covered thereby have been sold, or (ii) by which each Vendor may sell all of its or his Consideration Shares covered thereby within a three-month period under Rule 144 promulgated under the Securities Act. For purposes of this Section 2(a) and Section 9, the Consideration Shares of each Vendor shall be deemed to include the Consideration Shares of each other Vendor that such Vendor would be required under any provision of Rule 144 (other than paragraph (e)(3)(vi) thereof) to aggregate with its or his Consideration Shares for as long purposes of the volume limitations of Rule 144. In the event that any public offering pursuant to this Agreement shall involve, in whole or in part, an underwritten offering, the Company shall have the right to designate an underwriter or underwriters as the Holders hold lead or managing underwriters of such underwritten offering who shall be reasonably acceptable to Vendors owning a majority of the Consideration Shares proposed to be sold therein. Notwithstanding the foregoing, the Company may delay in filing the registration statement and may withhold efforts to cause the registration statement to become effective if the Company determines in good faith that such registration might (1) interfere with or affect the negotiation or completion of any Registrable Securitiestransaction or other material event that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company's stockholders. The Company further agrees, if necessary, may exercise such right to promptly supplement or amend delay the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to filing of the registration form used by statement one time and may delay the Company filing of the registration statement for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECnot more than ninety (90) days.