Common use of Registration Requirements Clause in Contracts

Registration Requirements. The Company shall, not later than ninety (90) days after the Closing, prepare and file with the Commission a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission within seventy-five (75) days after such filing and to maintain the effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreement.

Registration Requirements. The (a) As promptly as practicable following the filing of a Registration Statement on Form S-4 by the Company, the Company shall, not later than ninety shall (90i) days after the Closing, prepare and file cause to be filed with the Commission a registration statement on Form S-3(no later than January 15, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any2016) the offer Registration Statement on an eligible form and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant Company shall use its commercially reasonable efforts to Rule 415 of have the Registration Statement declared effective under the Securities Act (as promptly as practicable after such filing. The Company shall use its commercially reasonable efforts to keep the registration statementRegistration Statement current and effective until the time the Distribution is completed. In addition, until the completion of the Distribution, the “Resale Shelf Company shall take all reasonably necessary steps and proceedings as may be required from time to time under the Canadian Securities Laws to maintain its status as a reporting issuer under applicable Canadian Securities Laws, and cure any default outstanding as of the date hereof. Each of Purchaser and Pozen shall furnish the Company all information concerning such person and its Affiliates, and provide such other assistance, as may be reasonably requested in connection with the preparation and filing of the Registration Statement”. The Registration Statement shall include all information reasonably requested by the Purchaser to be included therein. The Company shall promptly notify the other upon the receipt of any comments from the Commission or any request from the Commission for amendments or supplements to the Registration Statement, and shall provide Purchaser with copies of all correspondence between it and its representatives, on one hand, and the Commission or the Canadian Commissions, on the other hand. The Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the Commission with respect to the Registration Statement. Notwithstanding the foregoing, prior to filing (i) the Registration Statement (or any amendment or supplement thereto) or responding to any comments of the Commission with respect thereto, the Company shall provide Purchaser an opportunity to review and comment on such document or response (including the proposed final version of such document or response). The Company shall advise Purchaser, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto, and the Company shall use its commercially reasonable best efforts to cause the Commission have any such stop order or suspension lifted, reversed or otherwise terminated. The Company shall also take any other action (other than qualifying to declare the Resale Shelf Registration Statement effective as soon as possible thereafter but do business in any event within one hundred fifty (150jurisdiction in which it is not now so qualified) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed taken under the Securities Act, the Exchange Act, sixty (60) days after the date on which Canadian Securities Laws, any applicable foreign or state securities or “Blue Sky” Laws and the Resale Shelf Registration Statement ceased to be effective rules and (ii) if the Company has not filed regulations thereunder in connection with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports transactions associated with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission within seventy-five (75) days after such filing and to maintain the effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreement.

Registration Requirements. The (a) On or prior to the Filing Date, the Company shall, not later than ninety (90) days after the Closing, shall prepare and file with the Commission a Registration Statement (the "Initial Registration Statement") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, or if Form S-3 is not availablein which case such registration shall be on another appropriate form in accordance herewith, Form S-1 or such other registration statement form that is available subject to the Companyreasonable consent of the original Holders of the Registrable Securities). Except as shown on Schedule 2.1(r) to the Purchase Agreement, and take all such Company shall (i) not permit any securities other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) than the offer and sale of all Registrable Securities by to be included in the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act Initial Registration Statement and (the registration statement, the “Resale Shelf Registration Statement”). The Company shall ii) use reasonable its best efforts to cause the Commission to declare the Resale Shelf Initial Registration Statement to be declared effective under the Securities Act as soon promptly as possible thereafter after the filing thereof, but in any event within one hundred fifty (150) days of on or prior to the ClosingEffectiveness Date, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf keep such Initial Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of continuously effective under the Securities Act and Exchange Act. At until the time date which is four years after the Resale Shelf date that such Initial Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission within seventy-five or such earlier date when all Registrable Securities covered by such Initial Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Holders and the Company's transfer agent to such effect (75the "Effectiveness Period"). The number of shares of Common Stock initially included in the Initial Registration Statement shall be no less than 100% the sum of the number of Securities that are then issuable upon conversion of the Securities (based on the Conversion Price (as defined in the Securities) days after as would then be in effect at such filing and time), without regard to maintain any limitation on the effectiveness of such registration statement until all Holders cease Investor's ability to hold Registrable convert the Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreement.

Registration Requirements. The (a) On or prior to the Filing Date, the Company shall, not later than ninety (90) days after the Closing, shall prepare and file with the Commission a Registration Statement (the "Initial Registration Statement") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, or if Form S-3 is not availablein which case such registration shall be on another appropriate form in accordance herewith, Form S-1 or such other registration statement form that is available subject to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 reasonable consent of the Securities Act (original Holders of the registration statement, the “Resale Shelf Registration Statement”Registrable Securities). The Company shall use reasonable its best efforts to cause the Commission to declare the Resale Shelf Initial Registration Statement to be declared effective under the Securities Act as soon promptly as possible thereafter after the filing thereof, but in any event within one hundred fifty (150) days of on or prior to the ClosingEffectiveness Date, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf keep such Initial Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of continuously effective under the Securities Act and Exchange Act. At until the time date which is four years after the Resale Shelf date that such Initial Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission within seventy-five or such earlier date when all Registrable Securities covered by such Initial Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Holders and the Company's transfer agent to such effect (75the "Effectiveness Period"). The number of shares of Common Stock initially included in the Initial Registration Statement shall be no less than 100% of the aggregate number of shares of Common Stock that are then issuable upon conversion of the Preferred Stock (based on the Conversion Price (as defined in the Preferred Stock ) days after as would then be in effect at such filing time) and the exercise of the Warrants, without regard to maintain any limitation on the effectiveness of such registration statement until all Holders cease Investor's ability to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute convert the “Resale Shelf Registration Statement” for all purposes under this AgreementPreferred Stock or exercise the Warrants.

Registration Requirements. The Company shall(a) No earlier than April 1, not 2000, but no later than ninety May 31, 2000, the Company shall (90i) days after the Closing, prepare and file with the Commission SEC a registration statement on Form S-3S1 (together with any prospectus included therein, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any"Registration Statement") the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act in order to register with the SEC the continuous resale by the Purchasers, from time to time, of all shares of Common Stock constituting Immediately Registrable Securities that may be acquired by the Purchasers, through the Nasdaq SmallCap Market or the facilities of any national securities exchange on which the Common Stock is then traded, or in privatelynegotiated transactions, and (ii) use its reasonable best efforts to file an application for listing (a "Listing Application") of such Common Stock on the NASDAQ SmallCap Market (the registration statement"NSCM") or any other nationally recognized securities exchange (collectively with the NSCM, the “Resale Shelf Registration Statement”"Exchange"). The Company shall use reasonable its best efforts to cause such Registration Statement to be declared effective on or before the Commission to declare 90th day after the Resale Shelf Closing Date; provided, however, that if the SEC shall not have declared such Registration Statement effective on or before the 120th day after the Closing Date, the Company shall then issue a Compensation Warrant to each Purchaser on the 121st day (the "Compensation Trigger Date") after the Closing Date and, thereafter, an additional Compensation Warrant on each 30-day anniversary of such Compensation Trigger Date for so long as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable SecuritiesSEC shall not have declared such Registration Statement effective. The Resale Shelf Registration Statement Company shall provide for further cause a Listing Application covering shares of Common Stock issued or issuable in respect of, on exercise of, or on conversion of, or constituting any method or combination of methods of resale of Registrable Acquired Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under Exchange on or before the Exchange Act120th day following the Closing Date and shall, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Actupon filing thereof, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement securities to be declared effective accepted for trading upon the Exchange. Each Purchaser agrees to furnish promptly to the Company in writing all information required for preparation of the Registration Statement or thereafter required from time to time to be disclosed in order to make the information previously furnished to the Company by the Commission within seventy-five (75) days after such filing and to maintain the effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreementholder not misleading.

Registration Requirements. The Company shall, not later than ninety (90) days after the Closing, prepare and file with the Commission a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use its reasonable business efforts to effect the registration of the Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the resale or distribution of all the Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Holder. Such reasonable best efforts to cause by the Commission to declare Company shall include the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty following: (150a) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon expeditiously as practicable but in any event no later than reasonably possible after the earlier of Closing Date: (i) if the Company has filed Prepare and file a registration statement with the Commission all periodic reports required pursuant to Rule 415 under the Securities Act on such appropriate registration form of the Commission as shall be reasonably selected by the Company covering the Registrable Securities ("Registration Statement") within 45 days following the Closing Date. Thereafter the Company shall use its reasonable business efforts to cause such Registration Statement to be filed under declared effective by the Exchange Act, sixty (60) Commission within 90 days after following the date on which Closing Date. In the Resale Shelf event that such Registration Statement ceased to is not declared effective within 90 days following the Closing Date, there shall be effective and (ii) if the a 30 day grace period. The Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause the Registration Statement to become effective during this 30 day grace period, if applicable. In the event that such registration statement Registration Statement has not been declared effective within 120 days from the Closing Date, then the Company shall, until the Registration Statement is declared effective, pay in cash to the Investor an amount equal to 2% of the aggregate Liquidation Value of the Series C Preferred Shares (the "Liquidated Damages") held by the Investor for each 30 day period, or part thereof, beginning on the 121st day following the Closing Date (the "Default Period") that the Registration Statement has not been declared effective; provided, however, that the Default Period shall terminate and Liquidated Damages shall cease to accrue on the date upon which all such Registrable Securities may be immediately sold under Rule 144 in the reasonable opinion of counsel to the Company (provided that the Company's transfer agent has accepted an instruction from the Company to such effect). If any applicable Default Period is less than 30 days such cash payment shall be on a pro rata basis. Such cash payment shall be calculated by the Company on the earlier of (i) the effective date of such Registration Statement or (ii) the last day of each Default Period, and a check in lawful money of the United States of America shall be sent within three (3) business days of such calculation to the Investor at the addresses set forth on the signature page hereof. Following the initial effective date of such Registration Statement, Liquidated Damages shall also be payable to the Investor by the Company for periods (in excess of the time period in which the Company is required to file a Current Report on Form 8-K) during which the Registration Statement does not remain effective; provided, however, that such Liquidated Damages shall not be payable by the Company in the event that all such Registrable Securities may be immediately sold by the Investor pursuant to Rule 144. Notwithstanding the foregoing, if the Default Period commences from the failure of the Company to cause to become effective the Registration Statement solely by reason of the failure of the Investor to provide such information as (i) the Company may reasonably request from the Investor to be declared effective included in the Registration Statement or (ii) the Commission or Nasdaq may request in connection with such Registration Statement, the Company shall not be required to pay such Liquidated Damages to the Investor during the period of delay attributable to Investor's failure. The Company and the Investor hereby acknowledge and agree that it may be difficult, if not impossible, to determine with any reasonable accuracy the actual damages arising from the failure to secure effectiveness of the Registration Statement by the Commission within seventy-five (75) days after such filing and time hereinbefore specified, or to maintain the effectiveness Registration Statement thereafter, and that the amount of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreement.Liquidated Damages is a

Registration Requirements. The Company shall(a) Promptly after, but not later than ninety (90) 45 days after after, the ClosingClosing Date, the Company shall prepare and file with the Commission a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available (the "Registration Statement") with the SEC under the Securities Act to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) register the offer and sale resale of all Registrable Securities the Shares and the Warrant Shares by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act Purchasers (the registration statementtogether, the “Resale Shelf Registration Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold "Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities"), and shall use its reasonable best efforts to cause such registration statement Registration Statement to become effective within 105 days from the Closing Date or not more than five days from the date upon which the Securities and Exchange Commission shall allow the Company to accelerate effectiveness, whichever is shorter. In the event that the Company shall fail to file the Registration Statement within the 45-day period following the Closing Date or shall fail to obtain effectiveness of the Registration Statement within the 105--day period following the Closing Date, the Company hereby agrees that it shall issue to each Purchaser Warrants to purchase such number of shares of Common Stock equal to 5% of the total number of shares purchased by such purchaser for each and every thirty (30) day period with respect to which such Registration Statement shall not be filed or effective, as the case may be (the "Penalty Warrant"); provided, however, that if the Placement Agent received an opinion of counsel to the Company to the effect that the delay in obtaining effectiveness of the Registration Statement was in no way attributable to any actions taken or failed to be declared effective taken by the Commission within seventy-five (75) days after such filing and to maintain the effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectivenessCompany, then, such 105-day period shall be extended to 135 days without any Penalty Warrants required to be issued. The Penalty Warrants shall have an exercise price per share equal to the market price of the Common Stock as quoted by AMEX on the Closing Date and shall be exercisable for a period of three years from the date of issuance and shall contain anti-dilution provisions and other provisions similar to those contained in the Warrants. Until such time as the Registration Statement is effective, the Company shall not grant any registration statement shall constitute rights or other rights to register securities under the “Resale Shelf Registration Statement” for all purposes Securities Act unless such rights are subordinate to the rights of the Purchasers under this AgreementSection 5.1 or will not have the effect of delaying a sale or limiting the number of securities which may be sold by the Purchasers pursuant to the Registration Statement or otherwise adversely affect the rights of the Purchasers under this Section 5.1.

Registration Requirements. (a) The Company shall, not later than ninety (90) days shall on or before the 45th calendar day after the ClosingClosing Date (the "Filing Due Date"), prepare and (i) file with the Commission SEC a registration statement on Form S-3SB-2 or other appropriate form (together with any prospectus included therein, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any"Registration Statement") the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act in order to register with the SEC the continuous resale by the Investors, from time to time, of all Purchased Shares that may be acquired by the Investors, whether through the Nasdaq National Market System (the registration statement"NNMS") or the facilities of any national securities exchange on which the Common Stock is then traded, or in privately-negotiated transactions, and (ii) file an application for listing (a "Listing Application") of such Purchased Shares on the NNMS or any other nationally recognized securities exchange (collectively with the NNMS, the “Resale Shelf Registration Statement”"Exchange"). The Company shall use reasonable its best efforts to cause the Commission to declare the Resale Shelf (x) such Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission within seventySEC, and (y) such Listing Application to be accepted and declared effective by the Exchange, in each case on or before the 120th day after the Closing Date; provided, however, that if (aa) the SEC shall not have declared such Registration Statement effective, or (bb) the Exchange shall not have accepted and declared effective such Listing Application, each on or before the 120th day after the Closing Date, then the Company shall issue a Compensation Warrant to each Investor on the 121st day (the "Compensation Trigger Date") after the Closing Date and, thereafter, an additional Compensation Warrant on each 30-five (75) days after such filing and to maintain the effectiveness day anniversary of such Compensation Trigger Date for so long as the SEC shall not have declared such Registration Statement effective and/or the Exchange shall not have accepted and declared effective such Listing Application. The Company shall further be required pursuant to the provisions of this Section 4.18 to file Registration Statement(s) and Listing Application(s) in respect of any Top-Up Shares on or before the 45th calendar day after the issuance (or, if any of such securities were not issued, the date on which such securities were required to be issued) of any such Top-Up Shares to any Investors; provided, however, that in any such case the Filing Due Date shall be the forty-fifth (45th) calendar day, and the Compensation Trigger Date shall be the one hundred and twenty-first (121st) calendar day, following the date on which any such Top-Up Shares were issued, or required to be issued, to the Investors. The Company further agrees to provide unlimited piggyback registration statement until rights with respect to any shares issued (or required to be issued) (if any) on exercise of any Compensation Warrant(s) (if any). Each Investor agrees to furnish promptly to the Company in writing all Holders cease information required for preparation of any Registration Statement or thereafter required from time to hold Registrable Securities. Upon effectiveness, time to be disclosed in order to make the information previously furnished to the Company by such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreementholder not misleading.

Registration Requirements. The Company shallshall use its best efforts to effect the registration of the Registrable Securities (including, not later than ninety without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable United States state securities and takeover laws (90"Blue Sky Laws") days after or other state laws and appropriate compliance with applicable regulations issued under the Closing, prepare Securities Act) as would permit or facilitate the sale or distribution of all the Registrable Securities in the manner (including manner of sale) and file in all states reasonably requested by the Underwriter for purposes of maximizing the proceeds realizable by the Underwriter from such sale or distribution. The Company shall cooperate with the Commission a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, Underwriter and take all such other reasonable actions as are necessary in connection therewith in order to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) expedite or facilitate the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 disposition of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested byPrior to the thirtieth day from the date hereof, the Holders, and Company shall comply register the maximum number of shares of Common Stock issuable upon full exercise of the Purchase Option by filing with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission SEC a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all pursuant to the Registrable SecuritiesSecurities Act. The Company shall keep such Registration Statement effective until the Purchase Option Expiration Date with regard to at least the maximum number of shares of Common Stock issuable pursuant to the Purchase Option, and except to the extent a Blocking Event occurs pursuant to Section 3.3. If a Blocking Event occurs pursuant to Section 3.3 which shall affect the Underwriter's ability to sell shares of Common Stock issuable pursuant to the Purchase Option, the Company shall use its reasonable best efforts to cause remove such registration statement Blocking Event as soon as possible, including the filing with the SEC of a Prospectus supplement or post-effective amendment to the Registration Statement or related Prospectus, as applicable; provided, however, that the Company shall not be declared effective by required to disclose any material information relating to a proposed transaction or event prior to such time as the Commission within seventy-five (75) days after Company would generally, based on advice from counsel, disclose such filing and to maintain the effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreementtransaction or event.

Registration Requirements. The Company shallshall use its best efforts to effect the registration of the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable United States state securities and takeover laws ("Blue Sky laws") or other state laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale or distribution of all the Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Underwriter for purposes of maximizing the proceeds realizable by the Underwriter from such sale or distribution; provided, however, that the Company shall not later than ninety be required to (90i) days after the Closingqualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.8, prepare and file (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction. The Company shall cooperate with the Commission a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, Underwriter and take all such other reasonable actions as are necessary in connection therewith in order to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) expedite or facilitate the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 disposition of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested byPrior to the thirtieth day from the date hereof, the Holders, and Company shall comply register the maximum number of shares of Common Stock issuable upon full exercise of the Purchase Option by filing with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission SEC a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all pursuant to the Registrable SecuritiesSecurities Act. The Company shall keep such Registration Statement effective until the Purchase Option Expiration Date with regard to at least the maximum number of shares of Common Stock issuable pursuant to the Purchase Option, and except to the extent a Blocking Event occurs pursuant to Section 3.3. If a Blocking Event occurs pursuant to Section 3.3, the Company shall use its reasonable best efforts to cause remove such registration statement Blocking Event as soon as possible, including the filing with the SEC of a Prospectus supplement or post-effective amendment to the Registration Statement or related Prospectus, as applicable; provided, however, that the Company shall not be declared effective by required to disclose any material information relating to a proposed transaction or event that constitutes a Blocking Event prior to such time as the Commission within seventy-five (75) days after Company would generally, based on advice of counsel, disclose such filing and to maintain the effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreementtransaction or event.

Registration Requirements. The (a) On or prior to the Filing Date, the Company shall, not later than ninety (90) days after the Closing, shall prepare and file with the Commission a Registration Statement (the "Initial Registration -------------------- Statement") which shall cover all Registrable Securities for an offering to be ------ made on a continuous basis pursuant to a "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, or if Form S-3 is not availablein which case such registration shall be on another appropriate form in accordance herewith, Form S-1 or such other registration statement form that is available subject to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 reasonable consent of the Securities Act (original Holders of the registration statement, the “Resale Shelf Registration Statement”Registrable Securities). The Company shall use reasonable its best efforts to cause the Commission to declare the Resale Shelf Initial Registration Statement to be declared effective under the Securities Act as soon promptly as possible thereafter after the filing thereof, but in any event within one hundred fifty (150) days of on or prior to the ClosingEffectiveness Date, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf keep such Initial Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of continuously effective under the Securities Act and Exchange Act. At until the time date which is four years after the Resale Shelf date that such Initial Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission within seventy-five or such earlier date when all Registrable Securities covered by such Initial Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Holders and the Company's transfer agent to such effect (75the "Effectiveness Period"). The number of shares of -------------------- Common Stock initially included in the Initial Registration Statement shall be no less than 100% of the aggregate number of shares of Common Stock that are then issuable upon conversion of the Preferred Stock (based on the Conversion Price (as defined in the Preferred Stock ) days after as would then be in effect at such filing time) and the exercise of the Warrants, without regard to maintain any limitation on the effectiveness of such registration statement until all Holders cease Investor's ability to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute convert the “Resale Shelf Registration Statement” for all purposes under this AgreementPreferred Stock or exercise the Warrants.

Registration Requirements. The Company shall, not later than ninety (90a) days after the Closing, GEROVA shall prepare and file with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to “Shelf” Registration Statement covering the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) resale of the offer and sale of all Registrable Securities by the Holders for an offering to be made on a continuous or delayed basis pursuant to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon promptly as possible thereafter after the date hereof but in any event within one hundred fifty (150) days of on or before the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable SecuritiesInitial Filing Date. The Resale Shelf Registration Statement shall provide for any method be on Form F-1 or combination of methods of resale of Registrable F-3 (or such other form as may be appropriate in accordance herewith and with the Securities legally available to, Act) and requested by, the Holders, and (i) shall comply in all material respects with the relevant provisions requirements of the applicable form and include (or incorporate by reference herein) all financial statements required by the SEC to be filed herewith and (ii) shall contain (unless otherwise directed by the GEROVA Shareholders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, GEROVA shall use its best efforts to (i) cause a Registration Statement to be declared effective under the Securities Act and Exchange Act. At as promptly as possible after the time the Resale Shelf Registration Statement is declared effectivefiling thereof, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than prior to the earlier of Effectiveness Date, and (iii) if to keep such Registration Statement continuously effective under the Company has filed Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). GEROVA shall telephonically confirm with the Commission all periodic reports required SEC effectiveness of a Registration Statement as of 4:00 pm Eastern time on a Trading Day prior to the Effectiveness Date. GEROVA shall immediately notify the GEROVA Shareholders via an Interim Report on Form 6-K and facsimile of the effectiveness of a Registration Statement on the same Trading Day that GEROVA telephonically confirms effectiveness with the SEC, which shall be filed under the Exchange Actdate requested for effectiveness of a Registration Statement. GEROVA shall file, sixty (60) days after by 9:30 a.m. Eastern time on the second Trading Day following the date on which the Resale Shelf initial Registration Statement ceased filed by GEROVA pursuant to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be this Agreement is first declared effective by the Commission SEC, a final Prospectus with the SEC as required by Rule 424. Failure to so notify the GEROVA Shareholders within seventy-five (75) days after such filing and to maintain the effectiveness two Trading Days of such registration statement until all Holders cease notification of effectiveness or failure to hold Registrable Securities. Upon effectiveness, such registration statement file a final Prospectus as aforesaid shall constitute the “Resale Shelf Registration Statement” for all purposes be deemed an Event under this AgreementSection 2(b).

Registration Requirements. The (a) On or prior to the Filing Date, the Company shall, not later than ninety (90) days after the Closing, shall prepare and file with the Commission a Registration Statement (the "Initial Registration Statement") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, or if Form S-3 is not availablein which case such registration shall be on another appropriate form in accordance herewith, Form S-1 or such other registration statement form that is available subject to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 reasonable consent of the Securities Act (original Holders of a majority interest of the registration statement, the “Resale Shelf Registration Statement”Registrable Securities). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement and (ii) use reasonable its best efforts to cause the Commission to declare the Resale Shelf Initial Registration Statement to be declared effective under the Securities Act as soon promptly as possible thereafter after the filing thereof, but in any event within one hundred fifty (150) days of on or prior to the ClosingEffectiveness Date, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf keep such Initial Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of continuously effective under the Securities Act and Exchange Act. At until the time date which is five years after the Resale Shelf date that such Initial Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission within seventy-five or such earlier date when all Registrable Securities covered by such Initial Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Holders and the Company's transfer agent to such effect (75the "Effectiveness Period"). The number of shares of Common Stock initially included in the Initial Registration Statement shall be no less than 120% of the sum of the number of Debentures and Warrants that are then issuable upon conversion of the Debentures (based on the Conversion Price (as defined in the Debentures) days after as would then be in effect at such filing time) and the exercise of the Warrants, without regard to maintain any limitation on the effectiveness of such Purchaser's ability to convert the Debentures or exercise the Warrants. Notwithstanding the foregoing, the Holders acknowledge that the Company has a registration statement until currently effective under the Securities Act (Registration No. 333-______) (the "Prior Registration Statement"). If the Holder's receive an opinion of the Company's counsel, in form and substance reasonable satisfactory to the Holders, that all Holders cease to hold or a portion of the Registrable Securities may be included under the Prior Registration Statement, then the Initial Registration Statement need not include the number of Registrable Securities included in the Prior Registration Statement, unless the Commission concludes that the Prior Registration Statement cannot be used for the Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreement.

Registration Requirements. The (a) On or prior to the Filing Date, the Company shall, not later than ninety (90) days after the Closing, shall prepare and file with the Commission a Registration Statement (the "Initial Registration Statement") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, or if Form S-3 is not availablein which case such registration shall be on another appropriate form in accordance herewith, Form S-1 or such other registration statement form that is available subject to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 reasonable consent of the Securities Act (original Holders of the registration statement, the “Resale Shelf Registration Statement”Registrable Securities). The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement and (ii) use reasonable its best efforts to cause the Commission to declare the Resale Shelf Initial Registration Statement to be declared effective under the Securities Act as soon promptly as possible thereafter after the filing thereof, but in any event within one hundred fifty (150) days of on or prior to the ClosingEffectiveness Date, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf keep such Initial Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of continuously effective under the Securities Act and Exchange Act. At until the time date which is four years after the Resale Shelf date that such Initial Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion letter, addressed to the Holders and the Company's transfer agent to such effect (the "Effectiveness Period"). The --------------------- Company acknowledges that the number of shares initially included in the Initial Registration Statement represents a good faith estimate of the maximum number of shares issuable upon conversion of the Debentures and exercise of the Warrants. If, at any time within seventythe 45-day period preceding a reset of the Conversion Price pursuant to the terms of Section 5.2 of the Debentures, the closing bid price per share of the Common Stock on Nasdaq (or any Subsequent Market (as defined in the Debenture) on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date) is less than $9.50 for any consecutive five (755) days Trading Day period, the Company shall be required to file within five (5) Business Days after such filing fifth (5th) Business Day a Registration Statement covering the greater of (a) the product of (i) one and one-half (1.5) and (ii) the aggregate number of Underlying Shares, less the number of Underlying Shares for which a Registration Statement is then effective or (b) the aggregate number of Underlying Shares, calculated as if the Conversion Price (as defined in the Debentures) was reset on such fifth day pursuant to maintain the effectiveness terms of Section 5.2 of the Debentures, less the number of Underlying Shares for which a Registration Statement is then effective; provided, however, that if on the actual reset date (pursuant to Section 5.2 of -------- ------- the Debentures) the Registration Statements are insufficient to register all Underlying Shares (after giving effect to such registration statement until all Holders cease reset), the Company shall immediately, but in no more than five (5) Business Days, file a Registration Statement sufficient to hold Registrable Securities. Upon effectiveness, register such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreementadditional shares of Common Stock.

Registration Requirements. The Company shallshall use its reasonable best efforts to effect the registration of the resale of the Registrable Securities (including, not later than ninety without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with all applicable Securities Laws) as would permit or facilitate the resale of all the Registrable Securities in the manner (90including manner of sale) days after reasonably requested by the ClosingPurchaser in (i) all states and territories of the United States and (ii) the Canadian province of British Columbia. Such reasonable best efforts by the Company shall include, without limitation, that, on or prior to each Filing Date, the Company prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement Registration Statement covering the resale of all of the outstanding Registrable Securities that are not then registered on an effective Registration Statement pursuant to applicable U.S. Securities Laws, including Rule 467 and Rule 408 under the Securities Act. Each Registration Statement filed hereunder shall be on Form S-3, or F-10 (except if Form S-3 the Company is not availablethen eligible to register for resale the Registrable Securities on Form F-10, Form S-1 in which case such registration shall be on another appropriate form in accordance herewith) and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. In addition, on or such other registration statement form that is available prior to each Filing Date, the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing Company shall file with the applicable Canadian Commission(s) a prospectus that remains current covering supplement to its existing base shelf prospectus (and the “Canadian Prospectus” and, collectively referred to qualify under required U.S. state with the Registration Statement as the “Registration Statement/Prospectus”) qualifying the resale of the same securities laws, if any) the offer and sale of all Registrable Securities as those covered by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Registration Statement under applicable Canadian Securities Act (the registration statementLaws. Thereafter, the “Resale Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases Statement/Prospectus to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be declared effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause keep such registration statement Registration Statement/Prospectus continuously effective under applicable Securities Laws until the date on which all Registrable Securities covered by such Registration Statement/Prospectus (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be declared effective in compliance with the current public information requirement under Rule 144 (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement from the SEC as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Purchaser via facsimile or by the Commission within seventye-five (75) days after such filing and to maintain mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreement.

Registration Requirements. The Company shall(a) Promptly after, but not later than ninety (90) 30 days after after, the ClosingClosing Date, the Company shall prepare and file with the Commission a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available (the "Registration Statement") with the SEC to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) register the offer and sale resale of all the Shares and the Warrant Shares (together, the "Registrable Securities Securities") by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, Purchasers and shall use its commercially reasonable best efforts to cause such registration statement Registration Statement to become effective within 90 days from the Closing Date or not more than five days from the date upon which the SEC shall allow the Company to accelerate effectiveness, whichever is shorter. In the event that the Company shall fail to file the Registration Statement within the 30-day period following the Closing Date or shall fail to obtain effectiveness of the Registration Statement within the 90-day period following the Closing Date, the Company hereby agrees that it shall issue to each Purchaser Warrants to purchase such number of shares of Common Stock equal to 2% of the aggregate number of securities purchased by such Purchaser for each and every thirty (30) day period with respect to which such Registration Statement shall not be filed or effective, as the case may be (the "Penalty Warrant"); provided, however, that if the Placement Agent receives an opinion of counsel to the Company to the effect that the delay in obtaining effectiveness of the Registration Statement was not solely attributable to any actions taken or failed to be declared effective taken by the Commission within seventy-five (75) days after such filing and to maintain the effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectivenessCompany, then, such registration statement 90-day period shall constitute be extended an additional 90 days without any Penalty Warrants required to be issued; provided, further, the “Resale Shelf Company shall not be obligated to issue any Penalty Warrants if the Registration Statement is not effective due to the Purchaser's failure to provide any information about itself that is necessary to be contained in such Registration Statement” . The Penalty Warrants shall have an exercise price per share equal to 135% of the Market Price and shall be exercisable for all purposes under this Agreementa period of five years from the date of issuance and shall be substantially similar to the Warrants.

Registration Requirements. The Company shall, not later than ninety (90) days after the Closing, prepare and file with the Commission a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use its reasonable business efforts to effect the registration of the Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the resale or distribution of all the Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the holder thereof (each a "Holder"). Such reasonable best efforts to cause by the Commission to declare Company shall include the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty following: (150a) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon expeditiously as practicable but in any event no later than reasonably possible after the earlier of Closing Date: (i) if the Company has filed Prepare and file a registration statement with the Commission all periodic reports required pursuant to Rule 415 under the Securities Act on such appropriate registration form of the Commission as shall be reasonably selected by the Company covering the Registrable Securities ("Registration Statement") within 45 days following the Closing Date. Thereafter the Company shall use its reasonable business efforts to cause such Registration Statement to be filed under declared effective by the Exchange Act, sixty (60) Commission within 90 days after following the date on which Closing Date. In the Resale Shelf event that such Registration Statement ceased to is not declared effective within 90 days following the Closing Date, there shall be effective and (ii) if the a 30 day grace period. The Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause the Registration Statement to become effective during this 30 day grace period, if applicable. In the event that such registration statement Registration Statement has not been declared effective within 120 days from the Closing Date, then the Company shall, until the Registration Statement is declared effective, pay in cash to the Investors, and each of them, an amount equal to 2% of the aggregate Liquidation Value of the Series D Preferred Shares (the "Liquidated Damages") held by the Investors for each 30 day period, or part thereof, beginning on the 121st day following the Closing Date (the "Default Period") that the Registration Statement has not been declared effective; provided, however, that the Default Period shall terminate and Liquidated Damages shall cease to accrue on the date upon which all such Registrable Securities may be immediately sold under Rule 144 in the reasonable opinion of counsel to the Company (provided that the Company's transfer agent has accepted an instruction from the Company to such effect). If any applicable Default Period is less than 30 days such cash payment shall be on a pro rata basis. Such cash payment shall be calculated by the Company on the earlier of (i) the effective date of such Registration Statement or (ii) the last day of each Default Period, and a check in lawful money of the United States of America shall be sent within three (3) business days of such calculation to each of the Investors at the addresses set forth on the signature page hereof. Following the initial effective date of such Registration Statement, Liquidated Damages shall also be payable to each of the Investors by the Company for periods (in excess of the time period in which the Company is required to file a Current Report on Form 8- K) during which the Registration Statement does not remain effective; provided, however, that such Liquidated Damages shall not be payable by the Company in the event that all such Registrable Securities may be immediately sold by the Investors pursuant to Rule 144. Notwithstanding the foregoing, if the Default Period commences from the failure of the Company to cause to become effective the Registration Statement solely by reason of the failure of any Investor to provide such information as (i) the Company may reasonably request from such Investor to be declared effective included in the Registration Statement or (ii) the Commission or Nasdaq may request in connection with such Registration Statement, the Company shall not be required to pay such Liquidated Damages to such Investor during the period of delay attributable to such Investor's failure. The Company and the Investors hereby acknowledge and agree that it may be difficult, if not impossible, to determine with any reasonable accuracy the actual damages arising from the failure to secure effectiveness of the Registration Statement by the Commission within seventy-five (75) days after such filing and time hereinbefore specified, or to maintain the effectiveness Registration Statement thereafter, and that the amount of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreement.Liquidated Damages is a reasonable estimate thereof,

Registration Requirements. The Company shall, not later than (a) ASSAC shall prepare and file with the United States Securities and Exchange Commission (the “SEC”) a “Shelf” Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 as promptly as possible after the date hereof but in any event within ninety (90) days after following the Closing, prepare and file with the Commission a registration statement date of this Agreement. The Registration Statement shall be on Form S-3, S-3 or if Form S-3 is not available, Form S-1 F-3 (or such other registration statement form that is available as may be appropriate in accordance herewith and with the Securities Act) and (i) shall comply in all material respects with the requirements of the applicable form and include (or incorporate by reference herein) all financial statements required by the SEC to be filed herewith and (ii) shall contain (unless otherwise directed by the ASSAC Shareholders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the Companyterms of this Agreement, and take all such other actions as are necessary ASSAC shall use its best efforts to ensure that there is an (i) cause a Registration Statement to be declared effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon promptly as possible thereafter after the filing thereof, but in any event within one hundred fifty (150) days of prior to the ClosingEffectiveness Date, and (ii) to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf keep such Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of continuously effective under the Securities Act and Exchange Act. At the time the Resale Shelf until all Registrable Securities covered by such Registration Statement is declared effectivehave been sold (the “Effectiveness Period”). ASSAC shall telephonically confirm with the SEC effectiveness of a Registration Statement as of 4:00 pm Eastern time on a Trading Day prior to the Effectiveness Date. ASSAC shall immediately notify the ASSAC Shareholders via an Interim Report on Form 6-K and facsimile of the effectiveness of a Registration Statement on the same Trading Day that ASSAC telephonically confirms effectiveness with the SEC, each Investor which shall be named as the date requested for effectiveness of a selling securityholder in Registration Statement. ASSAC shall file, by 9:30 a.m. Eastern time on the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after second Trading Day following the date on which the Resale Shelf initial Registration Statement ceased filed by ASSAC pursuant to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be this Agreement is first declared effective by the Commission SEC, a final Prospectus with the SEC as required by Rule 424. Failure to so notify the ASSAC Shareholders within seventy-five (75) days after such filing and to maintain the effectiveness two Trading Days of such registration statement until all Holders cease notification of effectiveness or failure to hold Registrable Securities. Upon effectiveness, such registration statement file a final Prospectus as aforesaid shall constitute the “Resale Shelf Registration Statement” for all purposes be deemed an Event under this AgreementSection 2(b).

Registration Requirements. The Company shallshall use its best efforts to effect the registration of the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable United States state securities FUEL (TM) PATENT PENDING and takeover laws ("Blue Sky laws") or other state laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale or distribution of all the Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Underwriter for purposes of maximizing the proceeds realizable by the Underwriter from such sale or distribution; provided, however, that the Company shall not later than ninety be required to (90i) days after the Closingqualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.8, prepare and file (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction. The Company shall cooperate with the Commission a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, Underwriter and take all such other reasonable actions as are necessary in connection therewith in order to ensure that there is an expedite or facilitate the disposition of the Registrable Securities. Prior to the thirtieth day from the date hereof, the Company shall register the maximum number of shares of Common Stock issuable upon full exercise of the Purchase Option by filing with the SEC a post- effective “shelf” registration statement containing a prospectus that remains current covering (and amendment to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis Registration Statement pursuant to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”)Act. The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf keep such Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days until the Purchase Option Expiration Date with regard to at least the maximum number of shares of Common Stock issuable pursuant to the ClosingPurchase Option, and except to remain effective and the prospectus contained therein current until all Holders cease extent a Blocking Event occurs pursuant to hold Registrable SecuritiesSection 3.3. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested byIf a Blocking Event occurs pursuant to Section 3.3, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange Act. At the time the Resale Shelf Registration Statement is declared effective, each Investor shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause remove such registration statement Blocking Event as soon as possible, including the filing with the SEC of a Prospectus supplement or post-effective amendment to the Registration Statement or related Prospectus, as applicable; provided, however, that the Company shall not be declared effective by required to disclose any material information relating to a proposed transaction or event that constitutes a Blocking Event prior to such time as the Commission within seventy-five (75) days after Company would generally, based on advice of counsel, disclose such filing and to maintain the effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreementtransaction or event.

Registration Requirements. The Company Cityscape shall use its diligent best efforts to effect the registration of the Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale or distribution of all the Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Holder. Such best efforts by Cityscape shall include the following: (a) Cityscape shall, not later than ninety (90) days as expeditiously as reasonably practicable after the Closing, prepare Closing Date: (i) Prepare and file with the Commission pursuant to Rule 415 under the Securities Act a registration statement on Form S-3S-3 under the Securities Act (or in the event that Cityscape is ineligible to use such form, such other form as Cityscape is eligible to use under the Securities Act) covering the Registrable Securities ("Registration Statement"). Thereafter, Cityscape shall use its best efforts to cause such Registration Statement and other filings to be declared effective prior to 120 days following the Closing Date. Cityscape shall provide Holders reasonable opportunity to review any such Registration Statement or amendment or supplement thereto prior to filing. (ii) Prepare and file with the Commission such amendments and post-effective amendments to a Registration Statement as may be necessary to keep such Registration Statement effective for so long as there are any Registrable Securities outstanding; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to 2 3 Rule 424 under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Registrable Securities covered by such Registration Statement for so long as there are any Registrable Securities outstanding in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or supplement to such prospectus; (iii) Furnish to each Holder such numbers of copies of a current prospectus conforming with the requirements of the Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as such Holder may reasonably require in order to facilitate the disposition of Registrable Securities owned by such Holder. (iv) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or "Blue sky" laws of such jurisdictions as shall be reasonably requested by each Holder and keep each such registration or qualification effective, including through new filings or amendments or renewals, for so long as there are any Registrable Securities outstanding and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable Registration Statement; provided that Cityscape shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (v) For so long as there are any Registrable Securities outstanding notify each Holder immediately, and confirm such notice in writing, (A) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission for amendments or supplements to a Registration Statement or related prospectus or for additional information, (C) of the receipt by Cityscape of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (D) of Cityscape's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment. (vi) Notify each Holder immediately, and confirm such notice in writing of the happening of any event as a result of which the prospectus (including any supplements thereto or thereof) included in such Registration Statement, as then in effect, contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading, and use its best efforts to promptly update and/or correct such prospectus. (vii) Notify each Holder immediately, and confirm such notice in writing of the issuance by the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. Cityscape shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or if Form S-3 is not availablethe lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, Form S-1 at the earliest possible moment. (viii) Permit Dorsxx & Xhitxxx XXX (or such other registration statement counsel, designated as Holders' counsel by a majority of the Registrable Securities included in the Registration Statement and which is reasonably acceptable to Cityscape), to review the Registration Statement and all amendments and supplements thereto within a reasonable period of time prior to each filing, and shall not file any document in a form to which such counsel reasonably objects. 3 4 (ix) Cause all Registrable Securities that are shares of Common Stock covered by such Registration Statement to be listed, by the date of the first sale of Registrable Securities pursuant to such Registration Statement, with the principal securities exchange(s) and/or markets on which the Common Stock is available then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the Common Shares are traded. (x) Take all steps necessary to enable Holders to avail themselves of the Companyprospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Act, if available. (b) If the Holder(s) intend to distribute the Registrable Securities by means of an underwriting, the Holder(s) shall so advise Cityscape. Any such underwriting may only be administered by investment bankers reasonably satisfactory to Cityscape. Cityscape shall only be obligated to permit one underwritten offering, which offering shall be determined by a 66 2/3% majority-in-interest of the Holders. (c) Cityscape shall enter into such customary agreements for an underwritten secondary offering (including a customary underwriting agreement with the underwriter or underwriters), and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities reasonably requested by the Holders on a continuous in connection therewith in order to expedite or delayed basis pursuant facilitate the disposition of such Registrable Securities and in such connection: (i) make such representations and warranties to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective Holders and the prospectus contained therein current until all Holders cease underwriter or underwriters in form, substance and scope as are customarily made by issuers to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale underwriters in secondary offerings; (ii) cause to be delivered to the sellers of Registrable Securities legally available toand the underwriter or underwriters opinions of independent counsel to Cityscape, on and requested bydated the date of delivery of any Registrable Securities sold pursuant to the Registration Statement, which counsel and opinion (in form, scope and substance) shall be reasonably satisfactory to the HoldersHolders and the underwriter(s) and their counsel and covering, without limitation, such matters as the due authorization and shall comply issuance of the securities being registered and compliance with securities laws by Cityscape in connection with the relevant provisions authorization, issuance and registration thereof and other matters that are customarily given to underwriters in underwritten offerings, addressed to the Holders and each underwriter; (iii) cause to be delivered, immediately prior to the time of delivery of any Registrable Securities sold pursuant to the Registration Statement, a "comfort" letter from Cityscape's independent certified public accountants addressed to the Holders and each underwriter, stating that such accountants are independent public accountants within the meaning of the Securities Act and Exchange Act. At the time applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the Resale Shelf Registration Statement independent certified public accountants delivered in connection with secondary offerings; (iv) any underwriting agreement is declared effective, each Investor entered into shall be named as a selling securityholder in include customary indemnification and contribution provisions to and from the Resale Shelf Registration Statement Company and the related prospectus in such a manner as to permit such Investor to underwriters; (v) deliver such prospectus to purchasers documents and certificates as may be reasonably requested by the Holders of the Registrable Securities in accordance being sold or the managing underwriter or underwriters, if any, to evidence compliance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of clause (i) above and with any customary conditions contained in the underwriting agreement, if any. (e) Cityscape shall make available for inspection by the Company has Holders, representative(s) of all the Holders together, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by any Holder or underwriter, all financial and other records customary for purposes of the Holders' due diligence examination of Cityscape and review of any Registration Statement, all SEC Documents (as defined in the Securities Purchase Agreement) filed subsequent to the Closing, pertinent corporate documents and properties of Cityscape, and cause Cityscape's officers, directors and employees to supply all information reasonably requested by any such 4 5 representatives, underwriter, attorney or accountant in connection with such Registration Statement, provided that such parties agree to keep such information confidential. (f) Subject to Section 2(b) above, Cityscape may suspend the use of any prospectus used in connection with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective only (i) in the event, and for such period of time as, such a suspension is required by the rules and regulations of the Commission, or (ii) if as otherwise provided in the Company has not filed with Certificate of Designations. Cityscape will use its best efforts to cause such suspension to terminate at the Commission all periodic reports earliest possible date. (g) In the event Cityscape is required to be filed file an additional registration statement with respect to newly authorized and/or reserved shares of Common Stock (the "New Shares") in order to comply with its obligations under the Exchange ActSeries A Preferred Stock or the Warrant, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and Cityscape shall file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new an additional registration statement on an available form covering all within five (5) business days of any shareholders meeting authorizing the Registrable Securities, New Shares and shall use its reasonable best efforts to cause such registration statement to be declared become effective by the Commission within seventy-five sixty (7560) days after of such filing and shareholders meeting. If the Holders become entitled, pursuant to maintain an event described in clause (iii) of the effectiveness definition of Registrable Securities, to receive any securities in respect of Registerable Securities that were already included in a registration statement, subsequent to the date such registration statement until all Holders cease is declared effective, and Cityscape is unable under the securities laws to hold add such securities to the then effective registration statement, Cityscape shall promptly file, in accordance with the procedures set forth herein, an additional registration statement with respect to such newly Registrable Securities. Upon effectivenessCityscape shall use its best efforts to (i) cause any such additional registration statement, when filed, to become effective under the Securities Act, and (ii) keep such additional registration statement shall constitute effective during the “Resale Shelf Registration Statement” for all purposes under this Agreementperiod described in Section 5 below. 3.

Registration Requirements. The Company shallSCHI shall not be required to issue any shares of Common Stock under the Warrant if the issuance of such shares would constitute a violation by SCHI of any provision of any law or regulation of any governmental authority, not later than ninety (90) days after including without limitation, the Closingregistration or qualification requirement of applicable federal and state securities laws or regulations. If at any time SCHI shall determine, prepare and file based upon a written opinion of legal counsel, that the registration or qualification of any shares subject to the Warrant under any applicable state or federal law is necessary as a condition of or in connection with the Commission issuance of shares, the Warrant may not be exercised in whole or in part unless such registration or qualification shall have been effected or obtained free of any conditions not reasonably acceptable to SCHI, and any delay caused thereby shall in no way affect the date of termination of the Warrant. Specifically in connection with the Securities Act of 1933 (as now in effect or as hereafter amended) (the "Securities Act") and applicable state securities laws ("State Acts"), unless a registration statement on Form S-3, or if Form S-3 is not available, Form S-1 or such other registration statement form that is available to the Company, and take all such other actions as are necessary to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Holders on a continuous or delayed basis pursuant to Rule 415 of the Securities Act (the registration statement, the “Resale Shelf Registration Statement”). The Company shall use reasonable best efforts to cause the Commission to declare the Resale Shelf Registration Statement effective as soon as possible thereafter but in any event within one hundred fifty (150) days of the Closing, and to remain effective and the prospectus contained therein current until all Holders cease to hold Registrable Securities. The Resale Shelf Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities legally available to, and requested by, the Holders, and shall comply with the relevant provisions of the Securities Act and Exchange ActState Acts is in effect with respect to the shares of Common Stock covered by the Warrant, SCHI shall not be required to issue such shares unless the Board of Directors of SCHI has received evidence reasonable satisfactory to it that the Holder may acquire such shares pursuant to an exemption from registration under the Securities Act and State Acts. At SCHI shall not be obligated to take any affirmative action in order to cause the time exercise of the Resale Shelf Registration Statement is declared effectiveWarrant or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that the Warrant shall not be exercisable unless and until the shares of Common Stock covered by the Warrant are registered or are subject to an available exemption from registration, each Investor the exercise of the Warrant (under circumstances in which the laws of such jurisdiction apply) shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If the Resale Shelf Registration Statement is on Form S-3 and ceases to be effective, then the Company shall, as soon as practicable but in any event no later than the earlier of (i) if the Company has filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Resale Shelf Registration Statement ceased to be effective and (ii) if the Company has not filed with the Commission all periodic reports required to be filed under the Exchange Act, sixty (60) days after the date on which the Company files such reports with the Commission, prepare and file with the Commission a post-effective amendment to the Resale Shelf Registration Statement or new registration statement on an available form covering all the Registrable Securities, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission within seventy-five (75) days after such filing and to maintain deemed conditioned upon the effectiveness of such registration statement until all Holders cease to hold Registrable Securities. Upon effectiveness, or the availability of such registration statement shall constitute the “Resale Shelf Registration Statement” for all purposes under this Agreementan exemption.