Common use of Additional Mandatory Registration Clause in Contracts

Additional Mandatory Registration. An Investor successively may deliver to the Company an Investor Demand requesting that the Company prepare and file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on the date which is the later of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Additional Registration Statement on Form SB-2 covering the resale of the Maximum Allowable Amount of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior to the applicable Additional Filing Deadline. In the event that Form SB-2 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). The Additional Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Additional Required Registration Amount determined as of date the Additional Registration Statement is initially filed with the SEC. The Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. The Company shall use its best efforts to have the Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

Additional Mandatory Registration. An Investor successively may deliver to the The Company an Investor Demand requesting that the Company prepare and shall --------------------------------- prepare, and, as soon as practicable, file with the SEC an Additional Registration Statement to register any or Additional Registrable Securities beginning Registration Statements (as necessary) on Form S-3 covering the date which is the later resale of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under relating to the immediately preceding Registration Statement are sold and thereafter Additional Preferred Shares which were issued on the date which is Additional Closing Date (as defined in the later Securities Purchase Agreement) and the maximum number of (i) five (5) months following the related Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Additional Registration Statement on Form SB-2 covering the resale of the Maximum Allowable Amount of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior to the applicable Additional Filing DeadlineWarrants. In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e). The Any Additional Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (A) the product of (x) 2.0 and (y) the number of Conversion Shares issuable upon conversion of such Additional Required Registration Amount determined Preferred Shares (without regard to any limitations on conversions) as of the date immediately preceding the date the Additional Registration Statement is initially filed with the SEC. The SEC (as if the Additional Registration Statement shall contain Preferred Shares were issued and outstanding on such date) and (except if otherwise directed by the Required HoldersB) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections maximum number of Additional Warrant Shares which may be issued upon exercise of the Additional Warrants relating to the Additional Preferred Shares issued on such Additional Closing Date, subject to adjustment as provided in substantially the form attached hereto as EXHIBIT B. Section 3(b). The Company shall use its best efforts to have the Additional cause such Registration Statement to be declared effective by the SEC as soon as practicablepossible, but in no event later than 90 days (of if the SEC reviews such Registration Statement, 120 days) after the Additional Closing Date (the "Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement").

Additional Mandatory Registration. An Investor A Stockholder may successively may deliver to the Company an Investor Demand requesting request in writing that the Company prepare and file with the SEC an Additional Registration Statement to register any Additional Registrable Securities Securities, beginning on the date which is the later of six (i) five (56) months following the Initial Effective Date and thereafter six (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (56) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors Stockholders without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor a Stockholder Demand, the Company shall (x) promptly send a copy of such Investor Stockholder Demand to all other Investors Stockholders and (y) prepare and and, as soon as practicable but in no event later than the Additional Filing Deadlinepracticable, file with the SEC such Additional Registration Statement on Form SB-2 covering the resale of up to the Maximum Allowable Amount of the Additional Registrable Securities set forth on an Investor a Stockholder Demand and in any additional Investor Stockholder Demand received at least five (5) Business Days prior to the applicable Additional Filing Deadlinefiling. In the event that Form SB-2 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e)form. The Additional Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Additional Required Registration Amount determined as of date the Additional Registration Statement is initially filed with the SEC. The Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. The Company shall use its best commercially reasonable efforts to have the Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

Additional Mandatory Registration. An Investor successively may deliver The Company shall prepare, and, as soon as practicable, but in no event later than 30 days after each Additional Closing Date (each an "ADDITIONAL FILING DEADLINE")(the Initial Filing Deadline and each of the Additional Filing Deadlines are referred to collectively in this Agreement as the Company an Investor Demand requesting that the Company prepare and "FILING DEADLINE") file with the SEC an Additional Registration Statement to register any or Additional Registrable Securities beginning Registration Statements (as necessary) on Form S-3 covering the date which is the later resale of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under relating to the immediately preceding Registration Statement are sold Additional Preferred Shares and thereafter the related Warrants (the "ADDITIONAL REGISTRABLE SECURITIES") which were issued on the date which is Additional Closing Date (as defined in the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Additional Registration Statement on Form SB-2 covering the resale of the Maximum Allowable Amount of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior to the applicable Additional Filing DeadlinePurchase Agreement). In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e2(d). The Any Additional Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the product of (x) 2.0 and (y) the number of Additional Required Registration Amount determined Registrable Securities (without regard to any limitations on conversion) as of the date immediately preceding the date the Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b). The Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. The Company shall use its best efforts to have the Additional cause such Registration Statement to be declared effective by the SEC as soon as practicablepossible, but in no event later than 120 days after each of the Additional Closing Dates (the "ADDITIONAL EFFECTIVENESS DEADLINE")(the Initial Effectiveness Deadline and each of the Additional Effectiveness Deadline. By 9:30 am on Deadlines are referred to collectively in this Agreement as the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement"EFFECTIVENESS DEADLINE").

Additional Mandatory Registration. An Investor successively may deliver to the Company an Investor Demand requesting that the Company prepare and file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on the date which is the later of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the The Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and prepare, and, as soon as practicable but in no event later than the 20 days after an Additional Filing DeadlineClosing Date (each, an "ADDITIONAL FILING DEADLINE"), file with the SEC such an Additional Registration Statement on Form SB-2 S-3, covering the resale of the Maximum Allowable Amount of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior relating to the applicable Additional Filing DeadlineWarrants issued in the Additional Closing occurring on such Additional Closing Date. In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e2(d). The Each Additional Registration Statement prepared pursuant hereto shall register for resale Additional Registrable Securities consisting of at least the that number of shares of Common Stock equal to 110% of the number of Additional Warrant Shares issuable upon exercise of all the Additional Required Registration Amount determined Warrants issued in such Additional Closing as of the second Trading Day prior to the date the such Additional Registration Statement is initially filed with the SEC. The calculations set forth in this paragraph shall be made without regard to any limitations on the exercise of the Additional Registration Statement Warrants and such calculation shall contain assume that the Additional Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price (except if otherwise directed by as defined in the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. Additional Warrants). The Company shall use its best efforts to have the Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 am on the Business Day following date which is 150 days after the Additional Effective Closing Date of (the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement"ADDITIONAL EFFECTIVENESS DEADLINE").

Additional Mandatory Registration. An Investor successively may deliver Subject to the Company an Investor Demand requesting that the Company prepare requirements of Rule 3-01 and file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on the date which is the later 3-02 of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor DemandRegulation S-X, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and prepare, and, as soon as practicable but in no event later than 30 days after each Additional Closing Date (as defined in the Additional Filing DeadlineSecurities Purchase Agreement) (the "ADDITIONAL SCHEDULED FILING DATE"), file with the SEC such an Additional Registration Statement or Additional Registration Statements (as necessary) on Form SB-2 S-3 covering the resale of the Maximum Allowable Amount all of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior relating to the applicable Additional Filing DeadlinePreferred Shares and the Additional Warrants which were issued on such Additional Closing Date (collectively, the "ADDITIONAL REGISTRABLE SECURITIES"). In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e). The Additional Any initial Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (I) the product of (x) 2.0 and (y) the number of Additional Required Registration Amount determined Registrable Securities, relating to the Additional Preferred Shares issued on such Additional Closing Date, as of the date immediately preceding the date the Additional Registration Statement is initially filed with the SEC and (II) the product of (a) 1.25 and (b) the number of Additional Registrable Securities relating to the Additional Warrants issued on such Additional Closing Date, as of the date immediately preceding the date the Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 3(b). The Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. The Company shall use its best efforts to have the such Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than 90 days after such Additional Closing Date (the "ADDITIONAL SCHEDULED EFFECTIVE DATE") (the Initial Scheduled Filing Date and the Additional Effectiveness Deadline. By 9:30 am on Scheduled Filing Date collectively are referred to as the Business Day following "SCHEDULED FILING DATE" and the Initial Scheduled Effective Date and the Additional Scheduled Effective Date of collectively are referred to as the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement"SCHEDULED EFFECTIVE DATE").

Additional Mandatory Registration. An Investor successively may deliver to the Company an Investor Demand requesting that the Company prepare and file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on the date which is the later of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the The Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and prepare, and, as soon as practicable but in no event later than twenty (20) Business Days after the earlier of (i) an Additional Closing Date (as defined in the Securities Purchase Agreement) at which an aggregate of at least $1 million in principal amount of Additional Debentures are purchased by one or more Buyers or their successors or assigns or (ii) such time after any Additional Debentures are purchased that no further Additional Convertible Debentures are available to be subscribed for pursuant to the Securities Purchase Agreement (the "Additional Filing Deadline"), file with the SEC such an Additional Registration Statement on Form SB-2 S-3 covering the resale of the Maximum Allowable Amount all of the Additional Registrable Securities set forth purchased and not previously registered on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior to the applicable Additional Filing DeadlineRegistration Statement hereunder, if any. In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e). The Additional Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the product of (x) 1.05 and (y) the number of Additional Required Registration Amount determined Registrable Securities as of the trading day immediately preceding the date the Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. The Company shall use its reasonable best efforts to have the Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 90 days after the applicable Filing Deadline (the "Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement").

Additional Mandatory Registration. An Investor successively may deliver to the Company an Investor Demand requesting request in writing that the Company prepare and file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on the date which is the later of (i) five six (56) months following the Initial Effective Date and (ii) the date thirty ten (3010) days after the date substantially all of the Registrable Securities registered under the immediately preceding Initial Registration Statement are sold and thereafter on the date which is the later of (i) five six (56) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty ten (3010) days after the date substantially all of the Registrable Securities registered under the immediately preceding Additional Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Additional Registration Statement on Form SB-2 covering the resale of the Maximum Allowable Amount of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior to the applicable Additional Filing Deadline. In the event that Form SB-2 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). The Additional Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Additional Required Registration Amount determined as of date the Additional Registration Statement is initially filed with the SEC. The Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "SELLING STOCKHOLDERS" “Selling Stockholders” and "PLAN OF DISTRIBUTION" “Plan of Distribution” sections in substantially the form attached hereto as EXHIBIT Exhibit B. The Company shall use its best efforts to have the Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

Additional Mandatory Registration. An Investor successively may deliver to The Company shall --------------------------------- prepare, and, as soon as practicable, but in no event later than 10 days after the Company an Investor Demand requesting that Additional Note Notice Date (as defined in the Company prepare and Securities Purchase Agreement) (the "Additional Filing Deadline") file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on the date which is the later of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on or Additional Registration Statements and (yas necessary) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Additional Registration Statement on Form SB-2 S-3 covering the resale of the Maximum Allowable Amount all of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior relating to the applicable Additional Filing DeadlineNotes and Additional Warrants which are to be issued on the Additional Closing Date (as defined in the Securities Purchase Agreement). In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e). The Additional Any first Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (y) the product of (i) 2.0 and (ii) the number of Additional Required Registration Amount determined Conversion Shares issuable upon conversion of the Additional Notes to be issued on the Additional Closing Date (as if such Additional Notes were then outstanding and without regard to any limitations on conversions) as of the date immediately preceding the date the Additional Registration Statement is initially filed with the SEC. The , subject to adjustment as provided in Section 3(b), plus (z) the number of Additional Warrant Shares issuable upon exercise of the Additional Warrants to be issued on the Additional Closing Date (as if such Additional Warrants were then outstanding and without regard to any limitations on exercise) as of the date immediately preceding the date the Additional Registration Statement shall contain (except if otherwise directed by is initially filed with the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections SEC, subject to adjustment as provided in substantially the form attached hereto as EXHIBIT B. Section 3(b). The Company shall use its best efforts to have the Additional cause such Registration Statement to be declared effective by the SEC as soon as practicablepossible, but in no event later than 80 days after the Additional Note Notice Date (the "Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement").

Additional Mandatory Registration. An Investor successively may deliver The Company shall prepare, and, as soon as practicable but in no event later than 30 days after each of (i) the Subsequent Closing Date (as defined in the Securities Purchase Agreement) and (ii) the earlier of (x) each Additional Closing Date at which an aggregate of at least $750,000 in principal amount of Additional Notes are purchased by one or more Buyers or their successors or assigns or after which there is an aggregate of at least $750,000 in principal amount of Additional Notes that have purchased by one or more Buyers or their successors or assigns that have not had their related Additional Registrable Securities previously registered hereunder or (y) such time after any Additional Notes are purchased that no additional Additional Notes are available or are permitted to be purchased pursuant to the Company Securities Purchase Agreement (each, an Investor Demand requesting that the Company prepare and "ADDITIONAL FILING DEADLINE"), file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on Form S-3 covering the date which is the later resale of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Subsequent Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all or Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder, as the case may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Additional Registration Statement on Form SB-2 covering the resale of the Maximum Allowable Amount of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior to the applicable Additional Filing Deadlinebe. In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e). The Each Additional Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the product of (x) 1.3 and (y) the number of Additional Required Registration Amount determined Registrable Securities as of the trading day immediately preceding the date the Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(e). The Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. The Company shall use its reasonable best efforts to have the each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of date which is 90 days after the applicable Additional Registration StatementClosing Date or Subsequent Closing Date, as the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to case may be used in connection with sales pursuant to such Additional Registration Statement(each, an "ADDITIONAL EFFECTIVENESS DEADLINE").

Additional Mandatory Registration. An Investor successively may deliver The Company shall prepare, and, as soon as practicable but in no event later than 30 days after the earlier of (x) each Additional Closing Date (as defined in the Securities Purchase Agreement) at which an aggregate of at least $5,000,000 in principal amount of Additional Notes are purchased by one or more Buyers or their successors or assigns or after which there is an aggregate of at least $5,000,000 in principal amount of Additional Notes that have purchased by one or more Buyers or their successors or assigns that have not had their related Additional Registrable Securities previously registered hereunder or (y) such time after any Additional Notes are purchased that no additional Additional Notes are available or are permitted to be purchased pursuant to the Company Securities Purchase Agreement (each, an Investor Demand requesting that the Company prepare and “Additional Filing Deadline”), file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on Form S-3 covering the date which is the later resale of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Additional Registration Statement on Form SB-2 covering the resale of the Maximum Allowable Amount of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior to the applicable Additional Filing Deadlinehereunder. In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e). The Each Additional Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (A) the product of (x) 1.75 and (y) the maximum number of shares of Common Stock issuable upon conversion of any outstanding Additional Required Registration Amount determined Notes not previously registered (assuming for purposes hereof, that such Additional Notes are convertible at the Additional Valuation Price (as defined in the Securities Purchase Agreement) and without taking into account any limitations on the conversion of the Additional Notes set forth in the Additional Notes) and (B) the product of (x) 1.25 and (y) the maximum number of shares of Common Stock issuable upon exercise of the related Additional Warrants (without taking into account any limitations on the exercise of the Additional Warrants set forth in the Additional Warrants) as of the trading day immediately preceding the date the applicable Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holdersholders of at least a majority of the Registrable Securities) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections “Selling Stockholders” section in substantially the form attached hereto as EXHIBIT Exhibit B and the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 90 days after the applicable Additional Closing Date (the “Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement”).

Additional Mandatory Registration. An Investor successively may deliver to the Company an Investor Demand requesting that the Company prepare and file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on the date which is the later of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the The Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Commission an Additional Registration Statement on Form SB-2 S-3 covering the resale of the Maximum Allowable Amount all of the Additional Registrable Securities set forth not previously registered on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior Additional Registration Statement hereunder. To the extent the Commission does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the applicable Company shall file Additional Filing DeadlineRegistration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with the Commission. In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). The Each Additional Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the Additional Required Registration Amount determined as of the date the such Additional Registration Statement is initially filed with the SECCommission, subject to adjustment as provided in Section 2(d). The Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "SELLING STOCKHOLDERS" “Plan of Distribution” and "PLAN OF DISTRIBUTION" “Selling Shareholders” sections in substantially the form attached hereto as EXHIBIT B. Annex A. The Company shall use its reasonable best efforts to have the each Additional Registration Statement declared effective by the SEC Commission as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

Additional Mandatory Registration. An Investor successively may deliver to the The Company shall prepare, and, as soon as practicable but in no event later than 30 days after each Additional Closing Date (each, an Investor Demand requesting that the Company prepare and "Additional Filing Deadline"), file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on Form S-3 covering the date which is the later resale of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on Additional Registration Statements and (y) all Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder, as the case may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Additional Registration Statement on Form SB-2 covering the resale of the Maximum Allowable Amount of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior to the applicable Additional Filing Deadlinebe. In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e2(f). The Each Additional Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to 100% of the number of Additional Required Registration Amount determined Common Shares plus 125% of the number of Additional Warrant Shares as of the trading day immediately preceding the date the Additional Registration Statement is initially filed with the SEC. The , subject to adjustment as provided in Section 2(f), provided that notwithstanding anything to the contrary in this Agreement, the aggregate number of shares of Common Stock registered for resale pursuant to the Initial Registration Statement and the Additional Registration Statement shall contain (except if otherwise directed by not exceed the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections in substantially the form attached hereto as EXHIBIT B. Exchange Cap. The Company shall use its reasonable best efforts to have the each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than (i) in the event that the Additional Registration Statement is not subject to a full review by the SEC, 90 days after the Additional Closing Date or (ii) in the event that the Registration Statement is subject to a full review by the SEC, 120 days after the Additional Closing Date (each, an "Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement").

Additional Mandatory Registration. An Investor successively may deliver to The Company shall --------------------------------- prepare, and, as soon as practicable, but in no event later than 20 days after the Company an Investor Demand requesting that Additional Note Notice Date (as defined in the Company prepare and Securities Purchase Agreement) (the "Additional Filing Deadline") file with the SEC an Additional Registration Statement to register any Additional Registrable Securities beginning on the date which is the later of (i) five (5) months following the Initial Effective Date and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold and thereafter on the date which is the later of (i) five (5) months following the Additional Effective Date of the immediately preceding Additional Registration Statement and (ii) the date thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration Statement are sold until the earlier date of when (x) all Additional Registrable Securities have been registered on or Additional Registration Statements and (yas necessary) all Additional Registrable Securities not previously registered on an Additional Registration Statement may be sold by the Investors without restriction under Rule 144(k) promulgated under the 1933 Act. Upon receipt of an Investor Demand, the Company shall (x) promptly send a copy of such Investor Demand to all other Investors and (y) prepare and as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC such Additional Registration Statement on Form SB-2 S-3 covering the resale of the Maximum Allowable Amount all of the Additional Registrable Securities set forth on an Investor Demand and in any additional Investor Demand received at least five (5) Business Days prior relating to the applicable Additional Filing DeadlineNotes and Additional Warrants which are to be issued on the Additional Closing Date (as defined in the Securities Purchase Agreement). In the event that Form SB-2 S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holdersregistration, subject to the provisions of Section 2(e). The Additional Any first Registration Statement prepared pursuant hereto shall register for resale at least the that number of shares of Common Stock equal to the sum of (y) the product of (i) 2.0 and (ii) the number of Additional Required Registration Amount determined Conversion Shares issuable upon conversion of the Additional Notes to be issued on the Additional Closing Date (as if such Additional Notes were then outstanding and without regard to any limitations on conversions) as of the date immediately preceding the date the Additional Registration Statement is initially filed with the SEC. The , subject to adjustment as provided in Section 3(b), plus (z) the number of Additional Warrant Shares issuable upon exercise of the Additional Warrants to be issued on the Additional Closing Date (as if such Additional Warrants were then outstanding and without regard to any limitations on exercise) as of the date immediately preceding the date the Additional Registration Statement shall contain (except if otherwise directed by is initially filed with the Required Holders) the "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION" sections SEC, subject to adjustment as provided in substantially the form attached hereto as EXHIBIT B. Section 3(b). The Company shall use its best efforts to have the Additional cause such Registration Statement to be declared effective by the SEC as soon as practicablepossible, but in no event later than 80 days after the Additional Closing Date (the "Additional Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective Date of the applicable Additional Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement").