Common use of Filing of Registration Statement Clause in Contracts

Filing of Registration Statement. As soon as practicable but in no event later than 30 days after the Closing (the “Filing Deadline”), the Company shall prepare and file with the Commission a Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act covering the resale of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued under the Securities Purchase Agreement plus (ii) the aggregate number of shares of Common Stock issuable on the Closing Date pursuant to the exercise of the Warrant (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as of such date). Such Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the exercise of the Warrant as a result of adjustments pursuant to the Warrant. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (x) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (y) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereunder.

Filing of Registration Statement. As soon as reasonably practicable following the Agreement Date, but in no event later than 30 days after the Closing August 26, 2016 (the “Initial Filing Deadline”), the Company shall prepare and file with the Commission a SEC one Registration Statement on Form S-3 pursuant (or, if Form S-3 is not then available to Rule 415 under the Securities Act Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued under the Securities Purchase Agreement plus (ii) the aggregate number of shares of Common Stock issuable on the Closing Date pursuant to the exercise all of the Warrant (Registrable Securities, and shall use its best efforts to cause such number Registration Statement to be determined using the Exercise Price in effect on such date and without regard declared effective as promptly as reasonably practicable thereafter. Subject to any restriction on SEC comments, such Registration Statement shall include the ability to exercise plan of distribution attached hereto as Exhibit A (or such other plan reasonably requested by the Warrant as of such dateRequired Investors). Such Registration Statement also shall statecover, to the extent permitted by Rule 416 allowable under the Securities Act1933 Act and the rules promulgated thereunder (including Rule 416), that it also covers such indeterminate number of additional shares of Common Stock as may become issuable due to an increase in the number of Shares or Warrant Shares resulting from changes in the conversion rate of the Preferred Stock, or the number of shares issuable upon exercise of the Warrants. Such Registration Statement may include any shares of Common Stock or other securities for the account of any other holder with registration rights pursuant to written agreements entered into with the Company before the date of this Agreement (or such shares may be registered on separate registration statements filed before or after the Registration Statement is filed), but shall not include any other shares of Common Stock or other securities without the prior written consent of the Required Investors. Except as contemplated by the preceding sentence or pursuant to registration statements filed and declared effective by the SEC before the Agreement Date, the Company shall not register additional shares of Common Stock until the Registration Statement is declared effective or, if earlier, until the Registrable Securities no longer constitute Registrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable Securities as provided above is not filed with the SEC on or prior to the Initial Filing Deadline the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to one percent (1.0%) of the aggregate purchase price of the Warrants and Preferred Stock purchased by such Investor pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof following the Initial Filing Deadline for which no Registration Statement is filed with respect to the Registrable Securities, until such time as the Registrable Securities (giving effect to and assuming a net exercise of the Warrant as a result of adjustments by the Investor) may be sold without volume limitations pursuant to Rule 144. Any such payment shall be in addition to any other remedies available to the Investor at law or in equity, whether pursuant to the Warrant. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunderterms hereof, the Company Purchase Agreement, the Certificate of Designation, or otherwise. Such payments shall be made to each Investor in cash no later than three (x3) register Business Days after the resale end of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (y) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereundereach 30-day period.

Filing of Registration Statement. As soon as reasonably practicable following the Agreement Date but in no event later than 30 sixty (60) days after the Closing Agreement Date (the “Initial Filing Deadline”), the Company shall prepare and file with the Commission a SEC one Registration Statement on Form S-3 pursuant (or, if Form S-3 is not then available to Rule 415 under the Securities Act Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued under the Securities Purchase Agreement plus (ii) the aggregate number of shares of Common Stock issuable on the Closing Date pursuant to the exercise all of the Warrant (Registrable Securities, and shall use its best efforts to cause such number Registration Statement to be determined using the Exercise Price in effect on such date and without regard declared effective as promptly as reasonably practicable thereafter. Subject to any restriction on SEC comments, such Registration Statement shall include the ability to exercise plan of distribution attached hereto as Exhibit A (or such other plan reasonably requested by the Warrant as of such dateRequired Investors). Such Registration Statement also shall statecover, to the extent permitted by Rule 416 allowable under the Securities Act1933 Act and the rules promulgated thereunder (including Rule 416), that it also covers such indeterminate number of additional shares of Common Stock as may become issuable due to an increase in the number of Shares or Warrant Shares resulting from changes in the conversion rate of the Series A Preferred, or the number of shares issuable upon the exercise of the Warrant as a result Warrants. Such Registration Statement may include any shares of adjustments Common Stock or other securities for the account of any other holder with registration rights pursuant to written agreements entered into with the Warrant. In Company before the event that Form S-3 date of this Agreement (or such shares may be registered on separate registration statements filed before or after the Registration Statement is filed), but shall not available for include any other shares of Common Stock or other securities without the registration prior written consent of the resale of Registrable Securities hereunderRequired Investors. Except as contemplated by the preceding sentence or pursuant to registration statements filed and declared effective by the SEC before the Agreement Date, the Company shall (x) not register additional shares of Common Stock until the resale of Registration Statement is declared effective or, if earlier, until the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (y) undertake to register the no longer constitute Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Securities. The Registration Statement then (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereunder.accordance with

Filing of Registration Statement. As soon as practicable but in no event later than 30 days after the Closing (the “Filing Deadline”), the The Company shall prepare and file with the Commission a Registration Statement on Form S-3 F-3 pursuant to Rule 415 under the Securities Act covering the resale of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued on the Closing Date under the Securities Purchase Merger Agreement plus and (ii) the aggregate number of shares of Common Stock Registrable Securities that would be issuable on following the Closing Date pursuant to the exercise of the Warrant (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as of such date). Such Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon Merger Agreement if the exercise of Holders elect to receive the Warrant as a result of adjustments pursuant to First Deferred Share Consideration and the WarrantSecond Deferred Share Consideration under the Merger Agreement. In the event that Form S-3 F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (x) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (y) undertake to register the Registrable Securities on Form S-3 F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 F-3 covering the Registrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereunder, provided, the Company shall furnish copies of all documents to be filed in connection with such Registration Statement or Registration Statements to the counsel designated by the Holders reasonably prior to such filing and shall consider their comments in good faith. The fees and expenses of such counsel shall not be Registration Expenses and shall be paid by the Holders.

Filing of Registration Statement. As On or before the Filing Deadline (or, if the Filed S-3 Effective Date occurs prior to the Filing Deadline, then as soon as practicable after the Filed S-3 Effective Date but in no event later than 30 days after the Closing (the “Filing Deadline”), the Company shall prepare and file with the Commission a Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act covering the resale of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued under the Securities Purchase Agreement plus (ii) the aggregate number of shares of Common Stock issuable on the Closing Date pursuant to the exercise of the Warrant Warrants (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability of any Holder to exercise the such Holder’s Warrant as of such date). Such Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the exercise of the Warrant as Warrants in order to prevent dilution resulting from stock splits, stock dividends or similar events. Notwithstanding the foregoing, if the Company does not meet the eligibility requirements for filing a result Registration Statement on Form S-3, then the Company shall instead prepare and file with the Commission a Registration Statement meeting the foregoing requirements of adjustments Form S-1 or Form S-2, and in such event, the Company shall re-file such Registration Statement, or file a new Registration Statement covering at least the number of shares then registered on the existing Registration Statement (and not previously sold pursuant to the Warrant. In existing Registration Statement or pursuant to Rule 144 under the event that Securities Act (“Rule 144”)), on Form S-3 is not available as promptly as practicable (but in no event later than thirty (30) days) after the Company meets the eligibility requirements to use Form S-3 for the registration of the resale of Registrable Securities hereunder, the Company shall (x) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (y) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereundereach Investor.

Filing of Registration Statement. As soon as practicable but in no event later than 30 days after the Closing (the “Filing Deadline”), the a) The Company shall prepare and file with the Commission a Registration Statement "shelf" registration statement (a "REGISTRATION STATEMENT") on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith) covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 415, such Registration Statement to be filed by no later than June 30, 2004 (the "TARGET FILING DATE"). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act covering not later than 90 days after the resale Target Filing Date (including filing with the Commission a request for acceleration of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued effectiveness in accordance with Rule 461 promulgated under the Securities Purchase Agreement plus Act within five business days of the date that the Company is notified (iiorally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the aggregate number date when all Registrable Securities covered by such Registration Statement have been sold or (y) the second anniversary of shares the Agreement Date (the "EFFECTIVENESS PERIOD"). Upon the initial filing thereof, the Registration Statement shall cover at least 100% of Common Stock issuable on the Closing Date pursuant to the exercise Shares and 100% of the Warrant (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as of such date)Shares. Such Registration Statement also shall statecover, to the extent permitted by Rule 416 allowable under the Securities ActAct and the Rules promulgated thereunder (including Securities Act Rule 416), that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon resulting from stock splits, stock dividends or similar transactions with respect to the exercise Registrable Securities. Not less than three business days prior to the filing of the Warrant as a result of adjustments pursuant to the Warrant. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunderRegistration Statement or any related prospectus or any amendment or supplement thereto, the Company shall (xi) register furnish to counsel to SDS Management, LLC ("SDS"), copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) will be subject to the resale review of such counsel, and (ii) at the request of any holder of Registrable Securities cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of counsel to such holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Securities on another appropriate form or counsel to SDS shall reasonably acceptable object in writing within three business days after their receipt thereof. (b) The Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to the Required Holders Registration Statement as may be necessary to keep the Registration Statement continuously effective as to all Registrable Securities for the Effectiveness Period and to the extent any Registrable Securities are not included in such Registration Statement for reasons other than the failure of the Holder to comply with Section 4 hereof, shall prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, and in no event later than 10 business days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible, upon request, provide counsel for SDS true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (yiv) undertake comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to register the disposition of all Registrable Securities on Form S-3 covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by the Investors thereof set forth in the Registration Statement as soon so amended or in such prospectus as so supplemented. (c) The Company shall notify the holders of Registrable Securities to be sold and counsel to SDS as promptly as possible (i) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed (but in no event in the case of this subparagraph (i), less than three business days prior to the date of such form is available, provided that filing); (ii) when the Commission notifies the Company shall maintain whether there will be a "review" of such Registration Statement; and (iii) with respect to the Registration Statement or any post-effective amendment, when the same has become effective, and after the effectiveness thereof: (A) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or prospectus or for additional information; (B) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering any or all of the Registrable Securities has been declared effective or the initiation of any proceedings for that purpose; (C) of the receipt by the Commission Company of any notification with respect to the suspension of the qualification or is no longer exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (D) if the financial statements included in the Registration Statement become ineligible for inclusion therein or of the occurrence of any event that makes any statement made in the Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be maintained effective hereunderstated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limitation to any remedies to which the Investors may be entitled under this Agreement, if any of the events described in Section 2(c)(iii) occur, the Company shall use its best efforts to respond to and correct the event. (d) Each Investor acknowledges that the Registration Statement shall also register a significant amount of shares of Common Stock owned by other stockholders which have "piggy-back" registration rights under various agreements with the Company.

Filing of Registration Statement. As soon as practicable but in no event later than 30 days after the Closing (the “Filing Deadline”), the A) The Company shall prepare and file with the Commission a Registration Statement "shelf" registration statement (a "REGISTRATION STATEMENT") on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith) covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 415, such Registration Statement to be filed by no later than June 30, 2004 (the "TARGET FILING DATE"). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act covering not later than 90 days after the resale Target Filing Date (including filing with the Commission a request for acceleration of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued effectiveness in accordance with Rule 461 promulgated under the Securities Purchase Agreement plus Act within five business days of the date that the Company is notified (iiorally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the aggregate number date when all Registrable Securities covered by such Registration Statement have been sold or (y) the second anniversary of shares the Agreement Date (the "EFFECTIVENESS PERIOD"). Upon the initial filing thereof, the Registration Statement shall cover at least 100% of Common Stock issuable on the Closing Date pursuant to the exercise Shares and 100% of the Warrant (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as of such date)Shares. Such Registration Statement also shall statecover, to the extent permitted by Rule 416 allowable under the Securities ActAct and the rules promulgated thereunder (including Securities Act Rule 416), that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon resulting from stock splits, stock dividends or similar transactions with respect to the exercise Registrable Securities. Not less than three business days prior to the filing of the Warrant as a result of adjustments pursuant to the Warrant. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunderRegistration Statement or any related prospectus or any amendment or supplement thereto, the Company shall (xi) register furnish to the resale Investor copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) and (ii) at the request of the Investor of Registrable Securities on another appropriate form cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be reasonably acceptable necessary, in the reasonable opinion of the Investor, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such prospectus or any amendments or supplements thereto to which the Investor shall reasonably object in writing within three business days after their receipt thereof. (B) The Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to the Required Holders Registration Statement as may be necessary to keep the Registration Statement continuously effective as to all Registrable Securities for the Effectiveness Period and to the extent any Registrable Securities are not included in such Registration Statement for reasons other than the failure of the Investor to comply with Section 4 hereof, shall prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, and in no event later than 10 business days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible, upon request, provide the Investor true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (yiv) undertake comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to register the disposition of all Registrable Securities on Form S-3 covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by the Investor thereof set forth in the Registration Statement as soon so amended or in such prospectus as so supplemented. (C) The Company shall notify the Investor as promptly as possible (i) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed (but in no event in the case of this subparagraph (i), less than three business days prior to the date of such form is available, provided that filing); (ii) when the Commission notifies the Company shall maintain whether there will be a "review" of such Registration Statement; and (iii) with respect to the Registration Statement or any post-effective amendment, when the same has become effective, and after the effectiveness thereof: (A) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or prospectus or for additional information; (B) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering any or all of the Registrable Securities has been declared effective or the initiation of any proceedings for that purpose; (C) of the receipt by the Commission Company of any notification with respect to the suspension of the qualification or is no longer exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (D) if the financial statements included in the Registration Statement become ineligible for inclusion therein or of the occurrence of any event that makes any statement made in the Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be maintained effective hereunderstated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limitation to any remedies to which the Investor may be entitled under this Agreement, if any of the events described in Section 2(c)(iii) occur, the Company shall use its best efforts to respond to and correct the event. (D) The Investor acknowledges that the Registration Statement shall also register a significant amount of shares of Common Stock owned by other stockholders which have "piggy-back" registration rights under various agreements with the Company.

Filing of Registration Statement. As soon as practicable but in no event later than 30 days after Subject to the Closing foregoing clauses (the “Filing Deadline”a)(ii)(A) through (D), the Company shall prepare and file with the Commission a Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act registration statement covering the resale of a number of shares of Registrable Securities equal so requested to be registered as soon as practicable after receipt of the sum request or requests of any class of Initiating Holders; provided, however, that if (i) in the aggregate number good faith judgment of Shares issued under the Securities Purchase Agreement plus Board of Directors of the Company (the “Board”), such registration would be detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the aggregate number Company shall furnish to such Holders a certificate signed by the President of shares the Company stating that in the good faith judgment of Common Stock issuable on the Closing Date pursuant Board, it would be detrimental to the exercise Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Warrant (such number Company to be determined using defer the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as filing of such date). Such Registration Statement registration statement, then the Company shall statehave the right to defer such filing for a period of not more than one hundred eighty (180) days on a cumulative basis after receipt of the request of any class of Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred eighty (180) day period (other than a registration relating solely to the extent permitted by sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 416 under 145 of the Securities Act, a registration on any form that it also covers such indeterminate number does not include substantially the same information as would be required to be included in a registration statement covering the sale of additional shares of the Registrable Securities, or a registration in which the only Common Stock as may become being registered is Common Stock issuable upon the exercise conversion of the Warrant as a result of adjustments debt securities that are also being registered). The registration statement filed pursuant to the Warrant. In request of any class of Initiating Holders may, subject to the event that Form S-3 is not available provisions of Sections 1.2(d) and 1.13 hereof, include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for the registration account of the resale of Registrable Securities hereunder, the Company shall (x) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (y) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereunderCompany.

Filing of Registration Statement. As soon as practicable but in no event later than 30 days after the Closing (the “Filing Deadline”), the a) The Company shall prepare and file with the Commission a Registration Statement "shelf" registration statement (a "REGISTRATION STATEMENT") on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith) covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 415, such Registration Statement to be filed by no later than June 30, 2004 (the "TARGET FILING DATE"). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act covering not later than 90 days after the resale Target Filing Date (including filing with the Commission a request for acceleration of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued effectiveness in accordance with Rule 461 promulgated under the Securities Purchase Agreement plus Act within five business days of the date that the Company is notified (iiorally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the aggregate number date when all Registrable Securities covered by such Registration Statement have been sold or (y) the second anniversary of shares the Agreement Date (the "EFFECTIVENESS PERIOD"). Upon the initial filing thereof, the Registration Statement shall cover at least 100% of Common Stock issuable on the Closing Date pursuant to the exercise Shares and 100% of the Warrant (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as of such date)Shares. Such Registration Statement also shall statecover, to the extent permitted by Rule 416 allowable under the Securities ActAct and the rules promulgated thereunder (including Securities Act Rule 416), that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon resulting from stock splits, stock dividends or similar transactions with respect to the exercise Registrable Securities. Not less than three business days prior to the filing of the Warrant as a result of adjustments pursuant to the Warrant. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunderRegistration Statement or any related prospectus or any amendment or supplement thereto, the Company shall (xi) register furnish to counsel to the resale Investor, copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) will be subject to the review of such counsel, and (ii) at the request of the Investor of Registrable Securities on another appropriate form reasonably acceptable cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of counsel to the Required Holders Investor, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such prospectus or any amendments or supplements thereto to which the Investor or counsel to the Investor shall reasonably object in writing within three business days after their receipt thereof. (b) The Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to all Registrable Securities for the Effectiveness Period and to the extent any Registrable Securities are not included in such Registration Statement for reasons other than the failure of the Investor to comply with Section 4 hereof, shall prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, and in no event later than 10 business days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible, upon request, provide counsel for the Investor true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (yiv) undertake comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to register the disposition of all Registrable Securities on Form S-3 covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by the Investor thereof set forth in the Registration Statement as soon so amended or in such prospectus as so supplemented. (c) The Company shall notify the Investor and counsel to the Investor as promptly as possible (i) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed (but in no event in the case of this subparagraph (i), less than three business days prior to the date of such form is available, provided that filing); (ii) when the Commission notifies the Company shall maintain whether there will be a "review" of such Registration Statement; and (iii) with respect to the Registration Statement or any post-effective amendment, when the same has become effective, and after the effectiveness thereof: (A) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or prospectus or for additional information; (B) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering any or all of the Registrable Securities has been declared effective or the initiation of any proceedings for that purpose; (C) of the receipt by the Commission Company of any notification with respect to the suspension of the qualification or is no longer exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (D) if the financial statements included in the Registration Statement become ineligible for inclusion therein or of the occurrence of any event that makes any statement made in the Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be maintained effective hereunderstated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limitation to any remedies to which the Investor may be entitled under this Agreement, if any of the events described in Section 2(c)(iii) occur, the Company shall use its best efforts to respond to and correct the event. (d) The Investor acknowledges that the Registration Statement shall also register a significant amount of shares of Common Stock owned by other stockholders which have "piggy-back" registration rights under various agreements with the Company.

Filing of Registration Statement. As soon as practicable but in no event later than 30 days after the Closing (the “Filing Deadline”), the A) The Company shall prepare and file with the Commission a Registration Statement "shelf" registration statement (a "REGISTRATION STATEMENT") on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith) covering all Registrable Securities for a secondary or resale offering to be made on a continuous basis pursuant to Rule 415 415, such Registration Statement to be filed by no later than June 30, 2004 (the "TARGET FILING DATE"). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act covering not later than 90 days after the resale Target Filing Date (including filing with the Commission a request for acceleration of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued effectiveness in accordance with Rule 461 promulgated under the Securities Purchase Agreement plus Act within five business days of the date that the Company is notified (iiorally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the aggregate number date when all Registrable Securities covered by such Registration Statement have been sold or (y) the second anniversary of shares the Agreement Date (the "EFFECTIVENESS PERIOD"). Upon the initial filing thereof, the Registration Statement shall cover at least 100% of Common Stock issuable on the Closing Date pursuant to the exercise Shares and 100% of the Warrant (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as of such date)Shares. Such Registration Statement also shall statecover, to the extent permitted by Rule 416 allowable under the Securities ActAct and the Rules promulgated thereunder (including Securities Act Rule 416), that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon resulting from stock splits, stock dividends or similar transactions with respect to the exercise Registrable Securities. Not less than three business days prior to the filing of the Warrant as a result of adjustments pursuant to the Warrant. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunderRegistration Statement or any related prospectus or any amendment or supplement thereto, the Company shall (xi) register furnish to counsel to SDS Management, LLC ("SDS"), copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) will be subject to the resale review of such counsel, and (ii) at the request of any holder of Registrable Securities cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of counsel to such holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such prospectus or any amendments or supplements thereto to which the holders of a majority of the Registrable Securities on another appropriate form or counsel to SDS shall reasonably acceptable object in writing within three business days after their receipt thereof. (B) The Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to the Required Holders Registration Statement as may be necessary to keep the Registration Statement continuously effective as to all Registrable Securities for the Effectiveness Period and to the extent any Registrable Securities are not included in such Registration Statement for reasons other than the failure of the Holder to comply with Section 4 hereof, shall prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all Registrable Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, and in no event later than 10 business days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible, upon request, provide counsel for SDS true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (yiv) undertake comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to register the disposition of all Registrable Securities on Form S-3 covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by the Investors thereof set forth in the Registration Statement as soon so amended or in such prospectus as so supplemented. (C) The Company shall notify the holders of Registrable Securities to be sold and counsel to SDS as promptly as possible (i) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed (but in no event in the case of this subparagraph (i), less than three business days prior to the date of such form is available, provided that filing); (ii) when the Commission notifies the Company shall maintain whether there will be a "review" of such Registration Statement; and (iii) with respect to the Registration Statement or any post-effective amendment, when the same has become effective, and after the effectiveness thereof: (A) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or prospectus or for additional information; (B) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering any or all of the Registrable Securities has been declared effective or the initiation of any proceedings for that purpose; (C) of the receipt by the Commission Company of any notification with respect to the suspension of the qualification or is no longer exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (D) if the financial statements included in the Registration Statement become ineligible for inclusion therein or of the occurrence of any event that makes any statement made in the Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be maintained effective hereunderstated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limitation to any remedies to which the Investors may be entitled under this Agreement, if any of the events described in Section 2(c)(iii) occur, the Company shall use its best efforts to respond to and correct the event. (D) Each Investor acknowledges that the Registration Statement shall also register a significant amount of shares of Common Stock owned by other stockholders which have "piggy-back" registration rights under various agreements with the Company.

Filing of Registration Statement. As soon as practicable but in no event later than 30 days after the Closing (the “"Filing Deadline”"), the Company shall prepare and file with the Commission a Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act covering the resale of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued under the Securities Purchase Agreement plus (ii) the aggregate number of shares of Common Stock issuable on the Closing Date pursuant to the exercise of the Warrant (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as of such date). Such Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the exercise of the Warrant as a result of adjustments pursuant to the Warrant. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (x) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (y) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereunder.

Filing of Registration Statement. As soon as practicable practicable, but in no event later than 30 35 days after following the Closing Date (as that term is defined in the Merger Agreement), the Issuer shall file with the Securities and Exchange Commission (the “Filing DeadlineSEC”), the Company shall prepare and file with the Commission ) a Registration Statement registration statement on Form S-3 pursuant to Rule 415 under (the Securities Act “Registration Statement”) covering the resale of the Merger Consideration Shares other than the Indemnity Withhold Shares (as that term is defined in the Merger Agreement) (the “Registrable Shares”). Notwithstanding the foregoing, the Issuer shall have no obligation to register on the Registration Statement any Registrable Shares held by a number of shares of Registrable Securities equal Stockholder if such Stockholder has not delivered to the sum Issuer a duly completed and executed Selling Stockholder Questionnaire, in the form of Exhibit A (i) a “Stockholder Questionnaire”); provided, however, that if such Registrable Shares shall have been omitted from the aggregate number Registration Statement pursuant to this sentence and the Issuer receives a duly completed and executed Stockholder Questionnaire from the Stockholder, then within 10 days of the Issuer’s receipt of such Stockholder Questionnaire, the Issuer shall amend or supplement the Registration Statement to register for resale such Registrable Shares issued under initially omitted therefrom, provided, further, however, that if the Securities Purchase Agreement plus (ii) Registration Statement shall have been declared effective by the aggregate number of shares of Common Stock issuable on SEC, the Closing Date Issuer shall have no obligation to file a post-effective amendment to the Registration Statement pursuant to the exercise of the Warrant (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability to exercise the Warrant as of such date). Such Registration Statement shall stateforegoing proviso but shall, to the extent permitted under rules and regulations promulgated by Rule 416 under the Securities ActSEC, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the exercise of the Warrant as a result of adjustments pursuant to the Warrant. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (x) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (y) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of supplement the Registration Statement then in effect until to register for resale such time as a Registration Statement on Form S-3 covering the omitted such Registrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereunderShares.

Filing of Registration Statement. As On or before the Filing Deadline (or, if the Filed S-3 Effective Date occurs prior to the Filing Deadline, then as soon as practicable after the Filed S-3 Effective Date but in no event later than 30 days after the Closing (the “Filing Deadline”), the Company shall prepare and file with the Commission a Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act covering the resale of a number of shares of Registrable Securities equal to the sum of (i) the aggregate number of Shares issued under the Securities Purchase Agreement plus (ii) the aggregate number of shares of Common Stock issuable on the Closing Date pursuant to the exercise of the Warrant Warrants (such number to be determined using the Exercise Price in effect on such date and without regard to any restriction on the ability of any Holder to exercise the such Holder’s Warrant as of such date)) plus (iii) the aggregate number of Incentive Shares issued under the Conversion Agreement. Such Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the exercise of the Warrant as Warrants in order to prevent dilution resulting from stock splits, stock dividends or similar events. Notwithstanding the foregoing, if the Company does not meet the eligibility requirements for filing a result Registration Statement on Form S-3, then the Company shall instead prepare and file with the Commission a Registration Statement meeting the foregoing requirements of adjustments Form S-1 or Form S-2, and in such event, the Company shall re-file such Registration Statement, or file a new Registration Statement covering at least the number of shares then registered on the existing Registration Statement (and not previously sold pursuant to the Warrant. In existing Registration Statement or pursuant to Rule 144 under the event that Securities Act (“Rule 144”)), on Form S-3 is not available as promptly as practicable (but in no event later than thirty (30) days) after the Company meets the eligibility requirements to use Form S-3 for the registration of the resale of Registrable Securities hereunder, the Company shall (x) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (y) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission or is no longer required to be maintained effective hereundereach Investor.