Common use of Demand Registration Right Clause in Contracts

Demand Registration Right. Upon the written request of a Majority Holder, made at any time after the Exercise Date, but before the Expiration Date, the Company shall file within ninety (90) days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on the earlier of one hundred eighty (180) days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one (1)

Demand Registration Right. Upon the written request of a Majority Holder, made at any time after the Exercise Date, but before the Expiration Date, the Company shall file within ninety (90) 90 days of such written request request, no more than once, a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on of the earlier lesser of one hundred eighty (180) 180 days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one (1)time only. Within 10 days after the delivery by the Majority Holder to the Company of the notice described above, the Company shall deliver written notice to all other Holders of this Warrant and holders of the Warrant Securities, if any, advising them that the Company is proceeding with a registration statement or offering statement and offering them the right to include the Warrant and Warrant Securities of those Holders or holders therein. If any Holder of a Warrant and Warrant Securities delivers written acceptance of that offer to the Company within 30 days after the delivery of the Company's notice, the Company shall be obligated to include that holder's Warrant and that holder's Warrant Securities in the contemplated registration statement or offering statement.

Demand Registration Right. Upon The Company covenants and agrees with the Registered Holder and any subsequent Registered Holders of the Warrants and/or Warrants Shares that, on one occasion, within 60 days after receipt of a written request from Registered Holders of a Majority Holder, made at any time after more than 50% in interest of the Exercise Date, but before the Expiration Dateaggregate of Warrants and/or Warrant Shares issued pursuant hereto, the Company shall file within ninety (90) days of such written request a registration statement or Regulation A offering statement pursuant to the Actshall, and all necessary amendments theretoon one occasion, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company agrees to (and use its best efforts to cause this such registration or qualification statement to become effective as promptly as practicable under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"). The Company shall not be obligated to keep such file and have declared effective a registration effective statement with respect to the Offered Warrant Shares on more than one occasion. The Company may defer the filing of a registration statement for a period expiring on the earlier of one hundred eighty (180) up to 90 days after the Effective Date request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would adversely affect or otherwise interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for discharge. The Company shall not honor any request to register Warrant Shares pursuant to this Section received later than the Warrant Expiration Date. The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 120 days after the effective date of the registration statement or the date of completion on which all of the distribution described Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Registration Statement; and its officersTermination Date, directors, consultants, auditors and counsel the Company shall cooperate maintain in all matters necessary effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or advisable any substitute registration statement) remains or is required to pursue this objectiveremain in effect for any such other securities. All of the expenses of registration pursuant to this registration or qualification subsection 10(a) shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the . The Company and miscellaneous expenses directly related shall be obligated pursuant to this Section to include in the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but Warrant Shares that have not yet been purchased by a Registered Holder of Warrants so long as such Registered Holder of Warrants submits an undertaking to the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except that such Registered Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration statement prior to the extent they are attributable consummation of the public offering with respect to other securities that such Warrant Shares. In addition, such Registered Holder of Warrants is permitted to pay the Company has registered or qualified in conjunction with the registration and qualification Warrant Price for such Warrant Shares upon the consummation of the Warrant, public offering with respect to such Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one (1)Shares.

Demand Registration Right. Upon If a Holder holding Demand Registrable Securities requests in writing that the written Company effect a registration under the Securities Act to register for resale all or part of such Holder’s Demand Registrable Securities, the Company will use commercially reasonable efforts to (A) cause the shares of Demand Registrable Securities specified in such request to be so registered as promptly as practicable, so as to permit the sale of such shares by such requesting Holder in the manner specified in such request (provided such manner is consistent with the plan of distribution set forth in the Stockholder Questionnaire), (B) prepare and file on a registration statement (the “Demand Registration Statement”) under the Securities Act to effect such registration and effect all such qualifications and compliances as may be so reasonably requested and as are necessary to permit or facilitate the sale and distribution of all or such portion of the Holder’s Demand Registrable Securities and (C) keep such registration, and any qualification, exemption or compliance under state securities laws which the Company determines to obtain or which the Company obtains at the request of a Majority Holder pursuant to Section 6.4(g) of the Agreement, continuously effective with respect to a Holder, made at any time after the Exercise Date, but before the Expiration Date, the Company shall file within ninety (90) days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such Registration Statement and the related prospectus free of any material misstatements or omissions; provided, however, that the Company shall not be obligated to file or effect any such registration, qualification or compliance pursuant to this Exhibit D if the Company shall furnish to the Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration effective statement to be filed or effected at such time, in which event the Company shall have the right to defer the filing or effectiveness of the registration statement for a period expiring of not more than 90 days after providing notice under this Exhibit D; provided, further, that the Company shall not utilize this right more than twice in any calendar year (so long as there is at least a 45 day period between such restrictions). Notwithstanding the foregoing, for each Holder the Company will only be required to effect a registration under this Exhibit D once in any 12-month period. The Company shall maintain the effectiveness of such Demand Registration Statement until the Demand Registrable Securities held by the Holder have been sold or the securities registered thereunder are no longer Demand Registrable Securities. The provisions of Section 6.4(b) through 6.4(j), 6.6, Section 6.7 and 6.10 are incorporated herein by reference as if the Demand Registrable Securities are Registrable Securities and the Demand Registration Statement is a Registration Statement. Each Holder listed as a selling stockholder on any Demand Registration Statement will reimburse the Company (on a pro rata basis based on the earlier number of one hundred eighty (180) days after the Effective Date or the date of completion of the distribution described Demand Registrable Securities listed in the such Demand Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by ) for the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, ’s out-of-pocket expenses incurred by counselin connection with preparing, accountants, filing and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offeringmaintaining such Demand Registration Statement, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrantrelated prospectus. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company will have no obligation to effect a registration under this Exhibit D for a Holder if including such Holder on the Demand Registration Statement would prevent the Company from using Form S-3 (by vote of its Board of Directors) or any underwriter determines successor form) in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance connection with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one (1)such Demand Registration Statement.

Demand Registration Right. Upon If the written request of a Majority Holder, made Company receives at any time after the Exercise date that is six (6) months from the Effective Date, but before a written request (a “Demand Request”) from the Expiration DateStockholder that the Company register any such Registrable Securities, then the Company shall file agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 1.B. effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the “Demand Filing Date”), a Registration Statement (the “Demand Registration Statement”) covering such Registrable Securities which the Company has been so requested to register by the Stockholder, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 1.B. involves an underwritten public offering, the Stockholder registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this Section 1.B., stating that the Board has determined in good faith that the filing of such written request a registration statement or Regulation A offering statement pursuant Demand Registration Statement would be seriously detrimental to the ActCompany or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and all necessary amendments theretoduring such time, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must not file a registration statement if the for securities that are to be covered cannot be issued and sold pursuant to Regulation A because for its own account or for that of anyone other than the limitations applicable to the use of the Regulation A exemptionStockholders. The Company agrees shall only be obligated to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on the earlier of one hundred eighty (180) days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 effect one (1)) Demand Request pursuant to this Section 1.B. The Stockholder shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 1.B when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Stockholder at the time of the Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as a Demand Request.

Demand Registration Right. Upon If the written request of a Majority Holder, made Company receives at any time after the Exercise date that is twelve (12) months from the Effective Date, but before a written request (a "DEMAND REQUEST") from the Expiration DateStockholders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY STOCKHOLDERS") who hold not less than 275,000 Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all Stockholders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Stockholders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Stockholders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offering, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2(b) effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Stockholder shall file respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held by such Subscriber or Stockholder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION Statement") covering such Registrable Securities which the Company has been so requested to register by the Majority Stockholders and any other Stockholders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 3.B. involves an underwritten public offering, any Stockholder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this SECTION 3.B., stating that the Board has determined in good faith that the filing of such written request a registration statement or Regulation A offering statement pursuant Demand Registration Statement would be seriously detrimental to the ActCompany or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and all necessary amendments theretoduring such time, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must not file a registration statement if the for securities that are to be covered cannot be issued and sold pursuant to Regulation A because for its own account or for that of anyone other than the limitations applicable to the use of the Regulation A exemptionStockholders. The Company agrees shall only be obligated to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on the earlier of one hundred eighty (180) days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 effect one (1)) Demand Request pursuant to this SECTION 3.B. The Majority Stockholders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this SECTION 3.B when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Majority Stockholders at the time of the Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as a Demand Request.

Demand Registration Right. Upon If the written request of a Majority Holder, made Company receives at any time after the Exercise date that is two (2) months from the Effective Date, but before a written request (a “Demand Request”) from the Expiration DateStockholder that the Company register any such Registrable Securities, then the Company shall file agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 1.B. effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the “Demand Filing Date”), a Registration Statement (the “Demand Registration Statement”) covering such Registrable Securities which the Company has been so requested to register by the Stockholder, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this Section 1.B. involves an underwritten public offering, the Stockholder registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this Section 1.B., stating that the Board has determined in good faith that the filing of such written request a registration statement or Regulation A offering statement pursuant Demand Registration Statement would be seriously detrimental to the ActCompany or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a “Valid Business Reason”) and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and all necessary amendments theretoduring such time, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must not file a registration statement if the for securities that are to be covered cannot be issued and sold pursuant to Regulation A because for its own account or for that of anyone other than the limitations applicable to the use of the Regulation A exemptionStockholders. The Company agrees shall only be obligated to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on the earlier of one hundred eighty (180) days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 effect one (1)) Demand Request pursuant to this Section 1.B. The Stockholder shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 1.B when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Stockholder at the time of the Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as a Demand Request.

Demand Registration Right. Upon the written request of a Majority Holder, made at any time after the Exercise Date, but before the Expiration Date, the Company shall file within ninety (90) 90 days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Warrant, Warrant Option Securities and the Warrant Option Securities underlying the unexercised portion of this Warrantthe Options. No additional securities shall be included in such registration statement or offering statement without the written consent of the Majority Holder. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on of the earlier lesser of one hundred eighty (180) 180 days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered been permitted to register or qualified qualify or to offer in conjunction with the registration and qualification of the WarrantOption, Warrant Option Securities or the Warrant Option Securities underlying the unexercised portion of this Warrantthe Options. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 8.1 one (1)time only. Within 10 days after the delivery by the Majority Holder to the Company of the notice described above, the Company shall deliver written notice to all other Holders of the Options and holders of the Option Securities, if any, advising them that the Company is proceeding with a registration statement or offering statement and offering them the right to include the Option and Option Securities of those Holders or holders therein. If any Holder of a Option and Option Securities delivers written acceptance of that offer to the Company within 30 days after the delivery of the Company's notice, the Company shall be obligated to include that holder's Option and that holder's Option Securities in the contemplated registration statement or offering statement.

Demand Registration Right. Upon the written request of a Majority Holder, made at any time after the Exercise Date, but before the Expiration Date, the Company shall file within ninety (90) 90 days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the WarrantOption, Warrant Option Securities and the Warrant Option Securities underlying the unexercised portion of this WarrantOption. No additional securities shall be included in such registration statement or offering statement without the written consent of the Majority Holder. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on of the earlier lesser of one hundred eighty (180) 180 days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's ’s accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered been permitted to register or qualified qualify or to offer in conjunction with the registration and qualification of the WarrantOption, Warrant Option Securities or the Warrant Option Securities underlying the unexercised portion of this WarrantOption. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one (1)time only. Within 10 days after the delivery by the Majority Holder to the Company of the notice described above, the Company shall deliver written notice to all other Holders of this Option and holders of the Option Securities, if any, advising them that the Company is proceeding with a registration statement or offering statement and offering them the right to include the Option and Option Securities of those Holders or holders therein. If any Holder of an Option and Option Securities delivers written acceptance of that offer to the Company within 30 days after the delivery of the Company’s notice, the Company shall be obligated to include that holder’s Option and that holder’s Option Securities in the contemplated registration statement or offering statement.

Demand Registration Right. Upon The Company, upon written demand (“Initial Demand Notice”) of the written request Holder(s) of at least 51% of the Warrant and warrants of like tenor and/or the underlying Common Stock and/or the underlying securities (“Majority Holders”), agrees to register on one occasion, all or any portion of the Common Stock and/or underlying securities requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Warrants, including the Common Stock (collectively, the “Registrable Securities”). On such occasion, the Company will file a Majority Holder, registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within thirty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time after during a period of five years beginning on the Exercise Commencement Date, but before the Expiration Date, the Company shall file within ninety (90) days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all other registered Holders of the Regulation A exemption if availableWarrants of like tenor and/or the Registrable Securities within ten days from the date of the receipt of any such Initial Demand Notice. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of any one legal counsel selected by the Majority Holders to represent them in connection with the sale of the Registrable Securities, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because Holders of the limitations applicable to the use Warrants of the Regulation A exemptionlike tenor shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to cause this registration qualify or qualification register the Registrable Securities in such states as are reasonably requested by the Majority Holders; provided, however, that in no event shall the Company be required to become effective as promptly as practicable and to keep register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section 16(a) to remain effective for a period expiring on of nine consecutive months from the earlier of one hundred eighty (180) days after the Effective Date or the effective date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the such registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one (1)post-effective amendment.

Demand Registration Right. Upon If the written request of a Majority Holder, made Company receives at any time after the Exercise date that is twelve (12) months from the Effective Date, but before a written request (a "DEMAND REQUEST") from the Expiration DateStockholders of a majority of the outstanding Registrable Securities issued and outstanding at the time of such Demand Request (the "MAJORITY STOCKHOLDERS") who hold not less than 275,000 shares of Registrable Securities at the time of such Demand Request, that the Company register any such Registrable Securities, then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("DEMAND REQUEST NOTICE") to all holders of Registrable Securities. Each Demand Request Notice shall (x) specify the number of Registrable Securities that the Majority Stockholders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and, if applicable, (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Majority Stockholders to be received for such Registrable Securities. Unless the Registration Statement covers an underwritten offering, the Company will agree to take all actions as are necessary to keep any Registration Statement filed pursuant to this Section 2.C. effective until the date on which all Registrable Securities thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144. Each Stockholder shall file respond promptly and accurately to Company's request at reasonable intervals regarding the amount of Registrable Securities and any other securities of the Company then held by such Stockholder. The Company shall file, no later than forty-five (45) days following receipt of a Demand Request (the "DEMAND FILING DATE"), a Registration Statement (the "DEMAND REGISTRATION Statement") covering such Registrable Securities which the Company has been so requested to register by the Majority Stockholders and any other holders of Registrable Securities who request, within fifteen (15) days of the mailing of the Demand Request Notice, that the Company register their Registrable Securities, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, and use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC within one hundred fifty (150) days after the Demand Filing Date. If a registration pursuant to this SECTION 2.C. involves an underwritten public offering, any Stockholder requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company may delay making a filing of a Demand Registration Statement in connection with a Demand Request or taking action in connection therewith by not more than ninety (90) days if the Company provides a written certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the Stockholders, prior to the time it would otherwise have been required to file such Demand Registration Statement or take such action pursuant to this SECTION 2.C., stating that the Board has determined in good faith that the filing of such written request a registration statement or Regulation A offering statement pursuant Demand Registration Statement would be seriously detrimental to the ActCompany or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction (collectively, a "VALID BUSINESS REASON") and that it is therefore essential to defer the filing of the Demand Registration Statement; provided, however, that such right to delay a Demand Request shall be exercised by the Company not more than once in any twelve (12)-month period and the Company shall only have the right to delay a Demand Request so long as such Valid Business Reason exists, and all necessary amendments theretoduring such time, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must not file a registration statement if the for securities that are to be covered cannot be issued and sold pursuant to Regulation A because for its own account or for that of anyone other than the limitations applicable to the use of the Regulation A exemptionStockholders. The Company agrees shall only be obligated to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on the earlier of one hundred eighty (180) days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 effect one (1)) Demand Request pursuant to this SECTION 2.C. The Majority Stockholders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this SECTION 2.C. when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Majority Stockholders at the time of the Demand Request. Such cancellation of a registration shall be made in writing and shall not be counted as a Demand Request.

Demand Registration Right. Upon (a) At any time during the written request of a Warrant Exercise Term, any "Majority Holder" (as such term is defined in Section 7.4(c) below) of the Registrable Securities shall have the right (which right is in addition to the piggyback registration rights) provided for under Section 7.3 hereof), made at any time after the Exercise Date, but before the Expiration Date, exercisable by written notice to the Company shall (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company (other than the pro rata portion of underwriting discounts, if any, attributable to the Holder's Registrable Securities and the expenses of Holder's counsel and advisors), a Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for such Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of the Registrable Securities until such time as (i) the sale of all Registrable Securities by the holders thereof or (ii) receipt by the holders thereof of an opinion of Company's counsel that the Registrable Securities may be immediately publicly sold without registration under the Securities Act. (b) The Company covenants and agrees to give written notice of any Demand Registration Request to all holders of the Registrable Securities within ninety ten (9010) days from the date of the Company's receipt of any such Demand Registration Request. After receiving notice from the Company as provided in this Section 7.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 7.4(a) hereof by notifying the Company of their decision to include such securities within ten (10) days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because their receipt of the limitations applicable to the use of the Regulation A exemption. The Company agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on the earlier of one hundred eighty (180) days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one (1)notice.

Demand Registration Right. Upon the written request of a Majority Holder, made at any time after the Exercise Date, but before the Expiration Date, the Company shall file within ninety (90) 90 days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the WarrantOption, Warrant Option Securities and the Warrant Option Securities underlying the unexercised portion of this WarrantOption. No additional securities shall be included in such registration statement or offering statement without the written consent of the Majority Holder. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on of the earlier lesser of one hundred eighty (180) 180 days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered been permitted to register or qualified qualify or to offer in conjunction with the registration and qualification of the WarrantOption, Warrant Option Securities or the Warrant Option Securities underlying the unexercised portion of this WarrantOption. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. The Majority Holder shall be entitled to exercise the rights described in this subsection 13.1 one (1)time only. Within 10 days after the delivery by the Majority Holder to the Company of the notice described above, the Company shall deliver written notice to all other Holders of this Option and holders of the Option Securities, if any, advising them that the Company is proceeding with a registration statement or offering statement and offering them the right to include the Option and Option Securities of those Holders or holders therein. If any Holder of a Option and Option Securities delivers written acceptance of that offer to the Company within 30 days after the delivery of the Company's notice, the Company shall be obligated to include that holder's Option and that holder's Option Securities in the contemplated registration statement or offering statement.