Common use of Securities Subject to This Agreement Clause in Contracts

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities Act, other than pursuant to Section 4 of this Agreement, and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has been disposed of pursuant to such registration statement, (b) such security is sold to the public in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (c) such security has been otherwise transferred, and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the subsequent disposition of such security shall not require the registration or qualification under the Securities Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units or Preferred Shares as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Shares pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of Units covered by any such Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units.

Securities Subject to This Agreement. The securities entitled to the ------------------------------------ benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a any particular Registrable Security Securities shall cease to be Registrable Securities on the date and to the extent that (i) a Registration Statement covering such Registrable Security when (a) such security Securities has been effectively registered declared effective under the Securities Act, other than pursuant to Section 4 of this Agreement, Act and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has Registrable Securities have been disposed of pursuant to such registration statementeffective Registration Statement, (bii) such security is sold Registrable Securities have been distributed to the public in reliance on pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (ciii) such security has Registrable Securities have been otherwise transferredissued, and (i) transferred or disposed of, certificates therefor not bearing a legend restricting further transfer shall have been delivered by the Company has delivered a new certificate and, at such time, subsequent transfer or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the subsequent disposition of such security securities shall not require the registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities held by any Holder may be sold by such Holder without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, or (dv) such security has Registrable Securities have ceased to be outstanding. Notwithstanding anything to Without limiting the contrary hereingenerality of the foregoing, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the effectiveness same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the requested registration in connection with which it was delivered holders thereof without restriction under the Securities Act, and (b) deemed Warrant Shares shall cease to cover only be Registrable Securities if the offering of the related Warrants has been registered on a Registration Statement and such number of Units or Preferred Warrant Shares as are exchangeable or convertible into the number of Shares actually sold issued pursuant to the requested registration. Any cashless exercise provisions of such Warrants or the issuance of such Warrant Shares to be issued in connection with any such Exercise Notice shall be issued is effected upon the closing exercise of the sale of such Shares related Warrants pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu such Registration Statement, so long as such Warrant Shares may then be transferred or disposed of Shares upon the exchange of Units covered by any such Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration holders thereof without restriction under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any UnitsSecurities Act.

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a any particular Registrable Security Securities shall cease to be Registrable Securities on the date and to the extent that (i) a Registration Statement covering such Registrable Security when (a) such security Securities has been effectively registered declared effective under the Securities Act, other than pursuant to Section 4 of this Agreement, Act and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has Registrable Securities have been disposed of pursuant to such registration statementeffective Registration Statement, (bii) such security is sold Registrable Securities have been distributed to the public in reliance on pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (ciii) such security has Registrable Securities have been otherwise transferredissued, and (i) transferred or disposed of, certificates therefor not bearing a legend restricting further transfer shall have been delivered by the Company has delivered a new certificate and, at such time, subsequent transfer or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the subsequent disposition of such security securities shall not require the registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities held by any Holder may be sold by such Holder without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, or (dv) such security has Registrable Securities have ceased to be outstanding. Notwithstanding anything to Without limiting the contrary hereingenerality of the foregoing, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the effectiveness same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the requested registration in connection with which it was delivered holders thereof without restriction under the Securities Act, and (b) deemed Warrant Shares shall cease to cover only be Registrable Securities if the offering of the related Warrants has been registered on a Registration Statement and such number of Units or Preferred Warrant Shares as are exchangeable or convertible into the number of Shares actually sold issued pursuant to the requested registration. Any cashless exercise provisions of such Warrants or the issuance of such Warrant Shares to be issued in connection with any such Exercise Notice shall be issued is effected upon the closing exercise of the sale of such Shares related Warrants pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu such Registration Statement, so long as such Warrant Shares may then be transferred or disposed of Shares upon the exchange of Units covered by any such Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration holders thereof without restriction under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any UnitsSecurities Act.

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of by the Preferred UnitsCompany to the Holders, (b) the Common Shares issued by the Company to the Holders upon conversion of the Series A Convertible Preferred Stock, par value $.0001 per share (“Series A Preferred Stock”), of the Company and the Shares issued by the Company to the Holders upon conversion of the Series B Convertible Preferred Stock, par value $.0001 per share (“Series B Preferred Stock”), of the Company, and (c) the Shares issued by the Company to the Holders upon exchange of the Common Units and (c) pursuant to the Common Shares issued upon conversion of the Preferred Shares Partnership Agreements (collectively, the "“Registrable Securities"”) but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities Act, other than pursuant to Section 4 of this Agreement, and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has been disposed of pursuant to such registration statement, (b) such security is sold to the public in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (c) such security has been otherwise transferred, and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the subsequent disposition of such security shall not require the registration or qualification under the Securities Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, exchange of Units exchangeable into, or with a repurchase price equal to, into such number of Shares as such Holder Limited Partner has requested to be registered registered, or (ii) conversion of 7% the Series A Preferred Shares Stock or Series B Preferred Stock into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units Units, Series A Preferred Stock or Series B Preferred Shares Stock as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Shares pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of the Units covered by any such Exercise Notice, the registration requested by the Holder Limited Partner that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. In the event a Holder holding shares of Series B Preferred Stock exercises its rights to have Registrable Securities included in a registration statement pursuant to Section 2, 3 or 4 of this Agreement, it may also request that shares of Series B Preferred Stock be included therein, subject in all respects to the terms and conditions of this Agreement, except that, notwithstanding any provision to the contrary contained in this Agreement, (a) in the event that the number of Registrable Securities requested to be included in a registration statement pursuant to Section 2 or 3 is reduced as provided therein, the shares of Series B Preferred Stock requested to be included shall be reduced, to zero if so requested by the managing underwriters, before the number of Registrable Securities is reduced and (b) in no event shall the Company be required to maintain or extend the effectiveness of a registration statement solely as a result of the fact that shares of Series B Preferred Stock covered by such registration statement remain unsold. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units.

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the "“Registrable Securities"”) but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities Act, other than pursuant to Section 4 of this Agreement, and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has been disposed of pursuant to such registration statement, (b) such security is sold to the public in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (c) such security has been otherwise transferred, and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the subsequent disposition of such security shall not require the registration or qualification under the Securities Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units or Preferred Shares as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Shares pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of Units covered by any such Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units.

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of by the Preferred UnitsCompany to the Holders, (b) the Common Shares issued by the Company to the Holders upon conversion of the Series A Convertible Preferred Stock, par value $.0001 per share ("Series A Preferred Stock"), of the Company and the Shares 2 issued by the Company to the Holders upon conversion of the Series B Convertible Preferred Stock, par value $.0001 per share ("Series B Preferred Stock"), of the Company, and (c) the Shares issued by the Company to the Holders upon exchange of the Common Units and (c) pursuant to the Common Shares issued upon conversion of the Preferred Shares Partnership Agreements (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities Act, other than pursuant to Section 4 of this Agreement, and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has been disposed of pursuant to such registration statement, (b) such security is sold to the public in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (c) such security has been otherwise transferred, and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the subsequent disposition of such security shall not require the registration or qualification under the Securities Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, exchange of Units exchangeable into, or with a repurchase price equal to, into such number of Shares as such Holder Limited Partner has requested to be registered registered, or (ii) conversion of 7% the Series A Preferred Shares Stock or Series B Preferred Stock into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units Units, Series A Preferred Stock or Series B Preferred Shares Stock as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Shares pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of the Units covered by any such Exercise Notice, the registration requested by the Holder Limited Partner that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units.such

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares that may be issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange pursuant to Sections 8.4 or 8.6 of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares Mayflower Agreement (collectively, the "“Registrable Securities"”) but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities Act, other than pursuant to Section 4 of this Agreement, and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has been disposed of pursuant to such registration statement, (b) such security is sold to the public in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (c) such security has been otherwise transferred, and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the subsequent disposition of such security shall not require the registration or qualification under the Securities Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units or Preferred Shares as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Shares pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of Units covered by any such Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units.

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise)Agreement. For the purposes of this Agreement, a security that was at one time a Registrable Security Securities held by any Holder shall cease to be a Registrable Security when Securities (and such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (a) a Registration Statement covering such security Registrable Securities has been effectively registered declared effective under the Securities Act, other than pursuant to Section 4 of this Agreement, Act and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has Registrable Securities have been disposed of pursuant to such registration statementeffective Registration Statement, (b) such security is Registrable Securities have been sold to or transferred in accordance with the public in reliance on requirements of Rule 144 144, (c) such Registrable Securities have been otherwise transferred or any similar provision then in force) disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration of such securities under the Securities Act, (cd) all Registrable Securities then owned by such security has been otherwise transferredHolder may be sold or transferred by such Holder without holding period, and (i) the Company has delivered a new certificate volume or other evidence manner of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the subsequent disposition of such security shall not require the registration or qualification offering limitations under the Securities ActAct and the rules and regulations thereunder (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis), provided that such Registrable Securities, on an as-converted basis assuming that all of such Registrable Securities that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% of the total number of shares of Common Stock then outstanding, (e) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis) or (df) such security has Registrable Securities have ceased to be outstanding. Notwithstanding anything to the contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units or Preferred Shares as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Shares pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of Units covered by any such Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units.”

Securities Subject to This Agreement. Section 2.1 The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the "Registrable Securities") Securities but, with respect to any particular Registrable Security, for only so long as it such security continues to be a Registrable SecuritySecurity as provided below. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a A Registrable Security shall cease to be a Registrable Security (i) when (a) such security it has been effectively disposed of in a transaction registered under the Securities Act, other than pursuant to Section 4 of this Agreement, and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security when it has been disposed of sold pursuant to such registration statement, (b) such security is sold to the public in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (ciii) such security has been otherwise transferred, and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the an opinion of counsel to the Company (the form and scope of which shall be reasonably acceptable satisfactory to the Holders and addressed to the Company and the holder of such securityRegistrable Security) shall have been delivered to such holder, or an opinion of counsel to the subsequent disposition holder of such security Registrable Security (the form and scope of which shall not require be reasonably satisfactory to the Company), shall have been delivered to the Company, in either case to the effect that such Registrable Security may be publicly offered for sale in the United States without restriction as to manner of sale and amount of securities sold and without registration or qualification other restriction under the Securities Act, or (d) and the Company shall have delivered replacement certificates for such security has securities that do not bear any restrictive legend; provided, however, that, prior to the date that is one year after the date of this Agreement, a Registrable Security shall in no event be deemed to have ceased to be outstanding. Notwithstanding anything a Registrable Security pursuant to this clause (iii), (iv) it has been sold or transferred in a private transaction in which the transferor’s rights under this Agreement are not assigned to the contrary hereintransferee as specified in Section 9.4 or (v) following a notice of redemption issued pursuant to Section 4.02 of the Indenture, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that unless and until such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to is canceled by the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units or Preferred Shares as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing terms of Section 4.02 of the sale of such Shares pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of Units covered by any such Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any UnitsIndenture.

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of by the Preferred UnitsCompany to the Holders, (b) the Common Shares issued by the Company to the Holders upon conversion of the Series A Convertible Preferred Stock, par value $.0001 per share ("Series A Preferred Stock"), of the Company, and (c) the Shares issued by the Company to the Holders upon exchange of the Common Units and (c) pursuant to the Common Shares issued upon conversion of the Preferred Shares Partnership Agreement (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater 2 number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), other than pursuant to Section 4 of this Agreement, and either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has been disposed of pursuant to such registration statement, (b) such security is sold to the public in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (c) such security has been otherwise transferred, [except in connection with the exercise of the EJDC Option (as defined in the Partnership Agreement), and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the subsequent disposition of such security shall not require the registration or qualification under the Securities Act, or (d) such security has ceased to be outstanding. Notwithstanding anything to the contrary herein, any Holder Limited Partner may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, exchange of Units exchangeable into, or with a repurchase price equal to, into such number of Shares as such Holder Limited Partner has requested to be registered registered, or (ii) conversion of 7% the Series A Preferred Shares Stock into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units or Preferred Shares as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Shares pursuant to the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of the Units covered by any such Exercise Notice, the registration requested by the Holder Limited Partner that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units.