Common use of Filing and Effectiveness of Registration Statement Clause in Contracts

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than the Deadline (as defined in the Debenture). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Holder. At such time after the filing of the Registration Statement pursuant to this Section 2(A) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) hours of the Commission's receipt of such request. The Company shall notify the Holder by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than 45 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 days after the Deadline Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents (as defined in the Debenture$0.40). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer. At such time after the filing of the Registration Statement pursuant to this Section 2(ASECTION 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than sixty (60) days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than one hundred and eighty (180) days after the Deadline Closing Date, assuming for purposes hereof a Conversion Price under the Debenture of Four Dollars (as defined in the Debenture$4 (U.S.)) per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- forty-eight (48) hours of the Commission's receipt of such request. The Company shall not include any other securities in excess of ten million (10,000,000) shares of Common Stock in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than 90 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 days after the Deadline (as defined in Closing Date, assuming for purposes hereof a Conversion Price under the Debenture)Certificate of Designation of $1.50 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than 60 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 150 days after the Deadline (as defined in Closing Date, assuming for purposes hereof a Conversion Price under the Debenture)Certificate of Designation of $1.00 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than forty-five (45) days after (a) the Closing Date with respect to the Common Shares and (b) from the date of issuance with respect to the Deficiency Shares, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than ninety (90) days after (a) the Deadline Closing Date with respect to the Common Shares and (as defined b) from the date of issuance with respect to the Deficiency Shares. Investor's exclusive remedy for the failure to comply with the provisions of the preceding sentence is set forth in the Debenture)Purchase Agreement. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderInitial Investor. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two three (23) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than thirty (30) days after the Closing Date, a Registration Statement (using a conversion price with respect to the Debenture Shares of One Cent ($0.01) per share) relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than one hundred and twenty (120) days after the Deadline (as defined in the Debenture)Closing Date. The Company shall promptly (and, in any event, no more than 24 twenty-four (24) hours after it receives comments from the Commission), notify the Holder Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderInitial Investor. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- forty-eight (48) hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities other than those securities issued or issuable by the Company to PHD or investors introduced to the Company by PHD and which securities are covered by registration rights agreements containing terms and conditions substantially similar to those contained herein (collectively, the "OTHER REGISTRATION RIGHTS AGREEMENTS"). The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 twenty-four (24) hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Within 75 days after the Closing Date, the Company shall prepare and file with an amendment to the Commission as soon as practicable a registration statement it filed pursuant to the Registration Statement relating Rights Agreement dated November 4, 1999 between the Company and the Buyer to (1) provide that any remaining shares which were registered under the registration statement can be used for the offer and sale of the Registrable Securities Securities; and (2) register an additional 3,500,000 shares of Common Stock for the offer and sale of the Registrable Securities, (such amended registration statement is referred to herein as the "Registration Statement") and the Company shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than the Deadline (as defined in the Debenture)September 30, 2000. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. Except as set forth on Schedule 2(a) annexed hereto, the Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. (i) The Company shall use its reasonable best efforts to prepare and file with the Commission as soon as practicable not later than 45 calendar days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its reasonable best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than the Deadline 90 calendar days (as defined 150 calendar days in the Debenture)event of a "full review" by the Commission) after the Closing Date. The number of Shares designated in the Registration Statement to be registered shall include all the Registrable Securities and shall include appropriate language regarding reliance upon Rule 416 under the Securities Act to the extent permitted by the Commission. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify each of the Holder Investors when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderInvestors. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two five (25) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. The Company shall notify the Holder Investors by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees . (ii) In the event that at such time as it meets all (A) the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be is not filed by it with the Commission Company in a timely manner and take all such other action so as set forth in Section 2(a)(i), (B) the Registration Statement is not declared effective by the Commission within the period of time set forth in Section 2(a)(i), or within five (5) days of clearance by the Commission to maintain such eligibility request effectiveness, or (C) the Registration Statement is not maintained as effective by the Company for the use period set forth in Section 3(a)(i) below (each a "Registration Default"), then the Company will pay each Investor (pro-rata on a monthly basis), for each Registration Default then in effect, as liquidated damages and not as a penalty, during any period in which a Registration Default is occurring, one percent (1%) per month of (A) the purchase price paid by such formInvestor for the Registrable Securities, and (B) the value of any outstanding Warrants (valued at the difference between the average Current Market Price during the applicable month and the exercise price of the Warrants multiplied by the number of shares of Common Stock the Warrants are exercisable into), held by such Investor until such corresponding Registration Default no longer exists ("Liquidated Damages"). Such payment of the Liquidated Damages shall be made to the Investors in cash, or, at the option of the Company, in registered shares of Common Stock (based on the Purchase Price (as defined in the Securities Purchase Agreement)) on the trading day prior to the date of payment) on the last day of each month during which a Registration Default occurred or was continuing, without demand therefor by the Investor; provided, however, that the payment of the Liquidated Damages shall not relieve the Company from its obligations to register the Securities pursuant to this Section. If the Company does not remit the payment to the Investors as set forth above, the Company will pay the Investors reasonable costs of collection, including attorneys' fees, in addition to the Liquidated Damages plus interest on any liquidated damage payments not made in a timely manner as set forth above equal to the effective "Prime Rate" as announced by Citibank at the time such payment is due hereunder plus 2% per annum. The registration of the Registrable Securities pursuant to this provision shall not affect or limit the Investors' other rights or remedies as set forth in this Agreement.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than the date five (5) business days after the date the Company files the Form 10K for its fiscal year ending December 31, 1999, but in no event later than April 15, 2000, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than June 30, 2000, registering a number of shares equal to 19.9% of the Deadline (as defined in the Debenture)total number of shares of Common Stock then outstanding. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. Except for the securities listed on Schedule 2(a), the Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than 90 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best commercially reasonable efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 150 days after the Deadline (as defined in Closing Date, assuming for purposes hereof a Conversion Price under the Debenture)Certificate of Designation of $1.00 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The (a) Not later than the Filing Date, the Company shall prepare and file with the Commission as soon as practicable a draft Registration Statement on Form S-1 relating to the offer and sale resale by the Purchaser of all (or such other number as the Registrable Securities and Commission will permit) the Conversion Shares. The Company shall use its best efforts to cause the Commission to declare such Registration Statement to be declared effective under the Securities Act as promptly as practicable possible after the filing thereof, but in any event no event later than the Deadline applicable Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until all Conversion Shares covered by the Registration Statement (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 in compliance with the current public information requirement under Rule 144, as defined determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Purchaser. (b) Notwithstanding the registration obligations set forth in Section 4.21(a), if the DebentureCommission informs the Company that all of the Conversion Shares cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform the Purchaser and use its best efforts to file amendments to the Registration Statement as required by the Commission, covering the maximum number of Conversion Shares permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Conversion Shares as a secondary offering, subject to the provisions of Section 2(d). The ; with respect to filing on Form S-1 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall promptly be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Conversion Shares in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (andc) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Conversion Shares permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Conversion Shares), unless otherwise directed in writing by the Purchase as the Conversion Shares, the number of Conversion Shares to be registered on such Registration Statement will be reduced as follows: the Company shall reduce or eliminate any eventsecurities to be included by any Person other than the Purchaser. In the event of a cutback hereunder, no more than 24 hours after it receives comments from the Company shall give the Purchaser at least five (5) Trading Days prior written notice along with the calculations as to the Purchaser’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission), notify as promptly as allowed by Commission or SEC Guidance provided to the Holder when and if it receives any comments from the Commission Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Conversion Shares that were not registered for resale on the Registration Statement Statement, as amended. Such an additional registration statement shall be subject to this Section 4.21. (d) If Form S-1 is not available for the registration of the resale of the Conversion Shares hereunder, the Company shall (i) register the resale of the Conversion Shares on another appropriate form and promptly forward a copy of (ii) undertake to register the Conversion Shares on Form S-1 as soon as such commentsform is available, if they are in writing, to provided that the Holder. At such time after Company shall maintain the filing effectiveness of the Registration Statement pursuant to this Section 2(A) then in effect until such time as the Commission indicates, either orally or in writing, that it has no further comments with respect to such a Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, on Form S-1 covering the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) hours of the Commission's receipt of such request. The Company shall notify the Holder by written notice that such Registration Statement Conversion has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall agrees to prepare and file with the Commission as soon as practicable but no later than thirty days from the Closing Date (the "Filing Deadline"), a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than ninety (90) days after the Deadline Closing Date (as defined in the Debenture"Registration Deadline"). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- forty-eight (48) hours of the Commission's receipt of such request. The Company shall notify the Holder Investors by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees In the event that at such time as it meets all (a) the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be has not been filed by it the Filing Deadline, (b) the Registration Statement for any reason has not been declared effective by the Registration Deadline, or (c) if the Registration Statement has been declared effective by the Registration Deadline but thereafter is not effective, then as of the fifteenth (15th) day of each calendar month after the Filing Deadline during which the Registration has not been filed or after the Registration Deadline during which the Registration Statement for any reason is not effective, the Company shall be obligated to pay to LJCI a monthly fee in the amount of Ten Thousand Dollars ($10,000.00) ("Monthly Fee") with such Monthly Fee increasing to Fifteen Thousand Dollars ($15,000) after the Commission first thirty day period. Regardless of the foregoing provisions, any obligation of Meltronix to pay the Monthly Fee shall automatically and irrevocably terminate as of the time at which all Registrable Securities have become excluded from the definition of Restricted Securities as described in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.Section 1(A)(11) hereof. (B)

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 180 days after the Deadline (as defined in Closing Date, assuming for purposes hereof a Conversion Price under the Debenture)Certificate of Designation of $1.75 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Holder Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than 270 days after the Deadline (Closing Date; provided, however, that if the effectiveness of the Registration Statement is delayed directly as defined a result of disclosure in the Debenture)Registration Statement relating to the transactions contemplated by the Merger Agreement, such 270 day period shall be extended for an additional 60 days. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify the Holder Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderBuyer Initial Investor and the Company shall use its best efforts to respond to any such comments within 20 days after their receipt. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities, except as set forth on the attached Schedule 2(a) The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission as soon as practicable not later than 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than 270 days after the Deadline (Closing Date; provided, however, that if the effectiveness of the Registration Statement is delayed directly as defined a result of disclosure in the Debenture)Registration Statement relating to the transactions contemplated by the Merger Agreement, such 270 day period shall be extended for an additional 60 days. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify the Holder Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the HolderInitial Investor and the Company shall use its best efforts to respond to any such comments within 20 days after their receipt. At such time after the filing of the Registration Statement pursuant to this Section 2(A2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within forty- eight (48) 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities, except as set forth on the attached Schedule 2(a) The Company shall notify the Holder Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. Eligibility for Use of Form S-3 or an SB-2. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 or SB-2 and it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.