Common use of Filing and Effectiveness Obligations Clause in Contracts

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable to the Majority Holders). The Company shall: (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Date, but in any event on or prior to the Effectiveness Date, and (iii) keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon the date on which all Registrable Securities covered by such Registration Statement that are held by a Holder may be sold pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), as determined by the mutual written agreement of the Company and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) (the “Effectiveness Period”). Once the Company is no longer required to keep the Initial Registration Statement effective with respect to all or a portion of the Registrable Securities of a given Holder, the Company shall have no further obligations hereunder with respect to the registration for resale of such shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunder.

Filing and Effectiveness Obligations. On or prior to In connection with the Filing Date, Purchase Agreement the Company shall prepare and file has previously filed with the Commission a Registration Statement on Form S-3 (the “"Initial Registration Statement”) "), which shall cover Initial Registration Statement covers all Registrable Securities required to be included therein (as of the time of filing thereof) for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 On or any successor form (except if prior to the Filing Date, the Company is not then eligible shall file with the Commission an amendment to register the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable to the Majority Holders). The Company shall: (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to include not less than 110% of the exercise sum of other registration rights outstanding the Registrable Securities of the Holders, determined on the date of this Agreement), (ii) filing thereof. The Company shall use its best efforts to (i) cause the Initial Registration Statement Statement, as so amended, to be declared effective under the Securities Act as promptly as possible practicable after the Filing Date, but in any event on or prior to the Effectiveness Date, filing thereof and (iiiii) keep such Initial Registration Statement continuously effective under the Securities Act (subject to except as provided in Section 3(r)) for a period that will terminate upon hereof or as otherwise provided herein) until the earlier of (a) the date on which is four years after the date that such Initial Registration Statement is declared effective by the Commission or (b) such date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k)144, as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and the Company's transfer agent to such Holder effect (it being understood the "Effectiveness Period"); provided, however, that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) (the “Effectiveness Period”). Once the Company is no longer not be required to keep the Initial Registration Statement effective with respect to all or a portion of under the Registrable Securities of a given Holder, Act if the Company shall have no further obligations hereunder becomes ineligible to do so due to a Change of Control transaction with respect a privately-held company which does not otherwise result in an Event of Default pursuant to the registration for resale of Securities (as such shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunderterms are defined therein).

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “"Initial Registration Statement”") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable to the Majority HoldersForm S-1 or any successor form). The Company shall: (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), (ii) shall use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Date, but in any event on or prior to the Effectiveness Datefiling thereof, and (iii) to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon from the Effectiveness Date until the date on which when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “"Effectiveness Period”"). Once the Company is no longer required to keep The number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than 100% of the Registrable Securities sum of a given Holder, the Company shall have no further obligations hereunder with respect number of shares of Common Stock that are issued at the Closing pursuant to the registration for Purchase Agreement and issuable pursuant to the exercise of the Warrants, without regard to any limitation on the Holder's ability to exercise the Warrants. The Company may register the resale of such shares securities in the Registration Statement on behalf of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereundershareholders other than the Holders.

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”"INITIAL REGISTRATION STATEMENT") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the Majority Holdersreasonable consent of the Holders of the Registrable Securities). The Company shall: shall (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or prior to the Effectiveness Date, and (iii) to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon until the date on which is four years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). Once the Company is no longer required to keep The number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than (a) the number of shares of Common Stock that are then issuable upon conversion of the Registrable Securities Debentures (based on the Conversion Price (as defined in the Debentures) as would then be in effect at such time), without regard to any limitation on the Investor's ability to convert the Debentures, and (b) the number of shares of Common Stock that could be issued as payment of interest on the Debentures for a given Holderone year period. If on the date of an actual adjustment to the Conversion Price pursuant to Section 4.5 of the Debenture the Registration Statements are insufficient to register all Underlying Shares (after giving effect to such adjustment) and the number of shares of Common Stock issuable upon the payment of interest on the principal amount of the then outstanding Debentures for a one year period, the Company shall have immediately, but in no further obligations hereunder with respect more than ten (10) Business Days, file a Registration Statement sufficient to the registration for resale of register such additional shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunderCommon Stock.

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelfShelf” registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable to the Majority HoldersForm S-1 or any successor form). The Company shall: (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), (ii) shall use its best reasonable efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or prior to the Effectiveness Date120th day following the closing date of the Additional Investment (as defined in the Purchase Agreement) or November 28, 2001, whichever is earlier, and (iii) to keep such Initial Registration Statement continuously effective under the Securities Act Act, (subject to Section 3(r3(q)) for a period that will terminate upon from the Effectiveness Date until the date on which when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) transfer agent to such effect (the “Effectiveness Period”). Once the Company is no longer required to keep The number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than 100% of the Registrable Securities maximum number of a given HolderUnderlying Shares then issuable, assuming that the Company shall have no further obligations hereunder with respect payment of all future dividends on such shares then outstanding were made in shares of Common Stock and assuming the maximum adjustment to the registration for resale Initial Conversion Price in Section 5(a)(i) of such shares the Certificate of Registrable Designation, without regard to any limitation on the Holder’s ability to convert the Securities and such shares shall no longer be deemed “Registrable Securities” hereunderor exercise the Warrants.

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”"INITIAL REGISTRATION STATEMENT") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the Majority Holdersreasonable consent of the Holders of the Registrable Securities). The Company shall: shall (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or prior to the Effectiveness Date, and (iii) to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon until the date on which is four years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). Once the Company is no longer required to keep The number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than (a) the number of shares of Common Stock that are then issuable upon conversion of the Registrable Securities Debentures (based on the Conversion Price (as defined in the Debentures) as would then be in effect at such time), without regard to any limitation on the Investor's ability to convert the Debentures, and (b) the number of shares of Common Stock that could be issued as payment of interest on the Debentures for a given Holderone year period. If on the date of an actual adjustment to the Conversion Price pursuant to Section 4.5 of the Debenture the Registration Statements are insufficient to register all Underlying Shares (after giving effect to such adjustment) and the number of shares of Common Stock issuable upon the payment of interest on the principal amount of the then outstanding Debentures for a one year period, the Company shall have immediately, but in no further obligations hereunder with respect more than ten (10) Business Days, file a Registration Statement sufficient to the registration for resale of register such additional shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunderCommon Stock.;

Filing and Effectiveness Obligations. On or prior to the Filing ------------------------------------ Date, the Company shall prepare and file with the Commission a Registration Statement (the “"Initial Registration Statement”") which shall cover all ------------------------------ Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the Majority Holdersreasonable consent of the original Holders of the Registrable Securities). The Company shall: shall (i) not permit any securities other than the Registrable Securities and securities with respect to which there are outstanding demand or "piggy-back" registration rights as of the date of this Agreement to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best commercially reasonable efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or prior to the Effectiveness Date, and (iii) and, except as provided herein, to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon until the date on which is two years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “"Effectiveness Period”"). Once the Company is no longer required to keep The -------------------- number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than 1.2 times the sum of the Registrable number of Securities and Warrants that are then issuable upon conversion of a given Holderthe Securities (based on the Conversion Price (as defined in the Securities) as would then be in effect at such time) and the exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Securities or exercise the Warrants. If at any time the number of shares of Common Stock issuable pursuant to the Securities is adjusted pursuant to the Certificate of Designation, or to the Warrant is adjusted in accordance with the terms thereof, and more shares are issuable pursuant to the Securities and Warrants then remain available for sale pursuant to the Initial Registration Statement, the Company shall have immediately, but in no further obligations hereunder with respect more than five (5) Business Days, file a Registration Statement sufficient to the registration for resale of register such additional shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunderCommon Stock.

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”Statement ) which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” Shelf registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the reasonable consent of the Majority Holders). The Company shall: shall (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Date, but in any event on or prior to the Effectiveness Datefiling thereof, and (iii) to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon from the Effectiveness Date until the date on which is five (5) years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach s transfer agent to such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) effect (the “Effectiveness Period”Period ). Once the Company is no longer required to keep The number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than 100% of the Registrable Securities sum of a given Holder, the Company shall have no further obligations hereunder with respect to the registration for resale number of such shares of Registrable Common Stock that are then issuable upon conversion of the Securities (based on the Conversion Price (as defined in the Certificate of Designation) as would then be in effect at such time) and such shares shall no longer be deemed “Registrable Securities” hereunderthe exercise of the Warrants, without regard to any limitation on the Holder s ability to convert the Securities or exercise the Warrants.

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”"INITIAL REGISTRATION STATEMENT") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the reasonable consent of the Majority Holders). The Company shall: shall (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or prior to the Effectiveness Date, and (iii) to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon from the Effectiveness Date until the date on which is five (5) years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). Once the Company is no longer required to keep The number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than 100% of the Registrable Securities sum of a given Holder, the Company shall have no further obligations hereunder with respect to the registration for resale number of such Shares and shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunderCommon Stock issuable upon exercise of the Warrants, without regard to any limitation on the Holder's ability to exercise the Warrants.

Filing and Effectiveness Obligations. On or prior to the Filing ------------------------------------ Date, the Company shall prepare and file with the Commission a Registration Statement (the “"Initial Registration Statement”") which shall cover all ------------------------------ Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the reasonable consent of the Majority Holders). The Company shall: shall (i) not permit any securities other than the Registrable Securities and securities set forth in Schedule 2.1(r) of the Purchase Agreement to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or prior to the Effectiveness Date, and (iii) to keep such Initial Registration Statement continuously effective effective, subject to Section 3(r) and except that any delays which are solely attributable to changes required by the Purchasers in the Registration Statement with respect to information relating to the Purchasers, or to the failure of the Purchasers to conduct their review of the Registration Statement pursuant to Section 3(a) shall not be deemed to be a violation of this obligation, under the Securities Act (subject to Section 3(r)) for a period that will terminate upon until the date on which is five (5) years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by counsel to the mutual Company pursuant to a written agreement opinion letter, addressed to the Holders and the Company's transfer agent to such effect (the "Effectiveness Period"). The Registration -------------------- Statement shall state, to the extent permitted by Rule 416, that it also covers such indeterminate number of shares of Common Stock as may be required to effect conversion of the Company Securities (and such Holder payment of interest thereon) or exercise of the Warrants, in each case to prevent dilution resulting from stock splits, stock dividends or similar events, or by reason of changes in the Conversion Price in accordance with the terms of the Securities or by reason of changes in the Exercise Price (it being understood that as defined in the Warrants) in accordance with the terms of the Warrants. If the Commission does not permit the Company and a Holder may reach to register such a mutual agreement with respect to less than all an indeterminate number of the Registrable Securities held by such Holdershares of Common Stock, and in such event the Company’s registration obligations with respect thereto shall cease) (the “Effectiveness Period”). Once or if the Company is no longer required chooses not to keep register an indeterminate number of shares of Common Stock, the number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than 1.2 times the sum of the Registrable number of Securities and Warrants that are then issuable upon conversion of the Securities (based on the Conversion Price (as defined in the Securities) as would then be in effect at such time) and the exercise of the Warrants, without regard to any limitation on the Investor's ability to convert the Securities or exercise the Warrants. In addition, upon the occurrence of a given HolderReset Event (as defined in the Securities) pursuant to Section 4.2(b) of the Securities or Section 3(b) of the Warrant, the Company shall have no further obligations hereunder with respect be required to the registration for resale file, within ten (10) business days of such shares Reset Event, a registration statement covering the product of Registrable 1.2 and the number Underlying Shares, less the number of Underlying Shares for which a registration statement is then effective. The Company shall use its best efforts to cause such registration statement to be declared effective under the Securities and such shares Act as promptly as possible after the filing thereof, but in any event on or prior to that date which is thirty (30) days after the filing date thereof. All calculations of the above amount shall no longer be deemed “Registrable Securities” hereundermade without regard to any limitation on conversions of Securities or exercises of Warrants.

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “"Initial Registration Statement”") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the Majority Holdersreasonable consent of the original Holders of the Registrable Securities). The Company shall: shall (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or prior to the Effectiveness Date, and (iii) to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon until the date on which is four years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “"Effectiveness Period”"). Once the Company is no longer required to keep The number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than 110% of the Registrable Securities sum of a given Holder, the Company shall have no further obligations hereunder with respect to the registration for resale number of such shares of Registrable Securities and Warrants that are then issuable upon conversion of the Securities (based on the Conversion Price (as defined in the Securities) as would then be in effect at such shares shall no longer be deemed “Registrable Securities” hereundertime) and the exercise of the Warrants, without regard to any limitation on the Holder's ability to convert the Securities or exercise the Warrants.

Filing and Effectiveness Obligations. On or prior to the Filing DateJune 29, 2001, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”"INITIAL REGISTRATION STATEMENT") which shall cover all Registrable Securities Warrant Shares, without regard to any limitation on the holders ability to exercise the New Warrant, for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the Majority Holdersreasonable consent of Xxxxx Xxxxxxx Partners). The Company shall: (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), (ii) shall use its best commercially reasonable efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Date, but in any event on or prior to the Effectiveness DateAugust 29, and (iii) 2001, and, except as provided herein, to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon until the date on which is two years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities Warrant Shares covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by counsel to the mutual Company pursuant to a written agreement opinion letter, addressed to the Holders and the Company's transfer agent to such effect. If at any time the number of shares of Common Stock issuable upon exercise of the Company and such Holder (it being understood that Warrant Shares is adjusted, pursuant to the Company and a Holder may reach such a mutual agreement with respect to less than all terms of the Registrable Securities held by such HolderNew Warrant, and in such event the Company’s registration obligations with respect thereto shall cease) (the “Effectiveness Period”). Once the Company is no longer required more shares are issuable then remain available for sale pursuant to keep the Initial Registration Statement effective with respect to all or a portion of Statement, which shares are not registered under the Registrable Securities of a given HolderInitial Registration Statement, the Company shall have immediately, but in no further obligations hereunder with respect more than five (5) Business Days, file a Registration Statement sufficient to the registration for resale of register such additional shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunderCommon Stock.

Filing and Effectiveness Obligations. On or prior to the Filing ------------------------------------ Date, the Company shall prepare and file with the Commission a Registration Statement (the “"Initial Registration Statement”") which shall cover all ------------------------------ Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable to the Majority HoldersForm S-1 or any successor form). The Company shall: (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), (ii) shall use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Date, but in any event on or prior to the Effectiveness Datefiling thereof, and (iii) to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon from the Effectiveness Date until the date on which when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “"Effectiveness Period”"). Once the Company is no longer required to keep The -------------------- number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion shall be no less than 100% of the Registrable Securities sum of a given Holder, the Company shall have no further obligations hereunder with respect number of shares of Common Stock that are issued at the Closing to the registration for Purchaser pursuant to the Purchase Agreement. The Company may register the resale of such shares securities in the Registration Statement on behalf of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereundershareholders other than the Holders.

Filing and Effectiveness Obligations. On or prior to the Filing Date, the The Company shall ------------------------------------ prepare and file with with, the Securities and Exchange Commission ("SEC") a Registration Statement --- registration statement on Form S-3 (or if Form S-3 is unavailable to the “Initial Registration Statement”Company, such other form as is available) which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “"shelf” " registration statement under Rule 415. The 415 promulgated under the Securities Act (the "Initial Registration Statement Statement") ------------------------------ which shall cover the issuance of all Registrable Securities then issuable on conversion of all of the Series A Preferred Stock issued on September 7, 2000 and the date hereof, and may also register the sale of shares requested to be on Form S-3 or any successor form (except if sold by parties who, prior to the date hereof, have contractual rights with the Company is not then eligible to register the Registrable Securities for resale on Form S-3sale of shares, in which case such registration shall be on another appropriate form reasonably acceptable to provided that the Majority Holders). The Company shall: (i) not permit any securities other than the number of shares of Registrable Securities to be included in the Initial Registration Statement (except pursuant shall not be reduced unless all other securities of the Company are first entirely excluded from such registration. The registration statement shall state, to the exercise extent permitted by Rule 416 promulgated under the Securities Act that it covers such indeterminate number of other registration rights outstanding on shares of Common Stock as may be required to effect conversion of the date Series A Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar events, or by reason of this Agreement), (ii) changes in the conversion price in accordance with the terms of the Certificate of Designation. The Company shall use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or prior to the Effectiveness Dateno later than September 7, 2001, and (iii) to take all commercially reasonable steps to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon Act, until the date on which when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder 144, without regard to whether the holder of the Registrable Securities is not deemed to be an Affiliate under Rule 144(k)affiliate of the Company, as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and the Company's transfer agent to such Holder effect (it being understood that the "Effectiveness Period"). If (i) the Initial -------------------- Registration Statement is not declared effective on or before September 7, 2001, (ii) the Company and a Holder may reach such a mutual agreement with respect fails to less than cover all of the Registrable Securities held by such Holder, and Common Stock issuable upon conversion of the Series A Preferred Stock in such event the Company’s registration obligations with respect thereto shall cease) (the “Effectiveness Period”). Once the Company is no longer required to keep the Initial Registration Statement effective with respect to all Statement, or a portion of (iii) at any time during the Registrable Securities of a given Holder, the Company shall have no further obligations hereunder with respect to the registration for resale of such shares Effectiveness Period sales of Registrable Securities cannot be made by a Holder for any reason within the control of the Company, except when sales are restricted by the Company's xxxxxxx xxxxxxx policies approved by the Company's Board of Directors, then the Company shall, from such time and such shares for so long as the triggering event described in item (i), (ii), or (iii) continues to exist, pay an annual dividend on the Series A Preferred Stock in an amount equal to 15% of the Original Issue Price, which remedy shall no longer be deemed “Registrable Securities” hereunderin addition to any other remedy available to a Holder at law or in equity.

Filing and Effectiveness Obligations. On or prior to the Filing Date relating to each of the Primary Closing Date and the Secondary Closing Date, the Company shall prepare and file with the Commission a Registration Statement (the “"Initial Registration Statement”") which shall cover all Registrable Securities issued to the Purchaser on such closing date for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the Majority Holdersreasonable consent of the original Holders of the Registrable Securities). The Company shall: shall (i) not permit any securities other than the Registrable Securities and securities with respect to which there are outstanding demand or "piggy-back" registration rights as of the date of filing of each Initial Registration Statement to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best commercially reasonable efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or and prior to the Effectiveness Date, and (iii) and, except as provided herein, to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon until the date on which is two years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “"Effectiveness Period”"). Once the Company is no longer required to keep The number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion each closing shall be the sum of the Registrable number of Securities and shares of a given HolderCommon Stock that are then issuable upon the exercise of the Warrants which were issued by the Company at such closing, without regard to any limitation on the Investor's ability to exercise the Warrants. If at any time the number of shares of Common Stock issuable pursuant to the Warrant is adjusted in accordance with the terms thereof, and more shares are issuable pursuant to the Warrants than remain available for sale pursuant to the Initial Registration Statement, the Company shall have immediately, but in no further obligations hereunder with respect more than five (5) Business Days, file a Registration Statement sufficient to the registration for resale of register such additional shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunderCommon Stock.

Filing and Effectiveness Obligations. On or prior to the Filing ------------------------------------ Date relating to each of the Primary Closing Date and the Secondary Closing Date, the Company shall prepare and file with the Commission a Registration Statement (the “"Initial Registration Statement”") which shall cover all ------------------------------ Registrable Securities issued to the Purchaser on such closing date for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 S- 3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the Majority Holdersreasonable consent of the original Holders of the Registrable Securities). The Company shall: shall (i) not permit any securities other than the Registrable Securities and securities with respect to which there are outstanding demand or "piggy-back" registration rights as of the date of filing of each Initial Registration Statement to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best commercially reasonable efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or and prior to the Effectiveness Date, and (iii) and, except as provided herein, to keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon until the date on which is two years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), 144 as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “"Effectiveness Period”"). Once the Company is no longer required to keep The number -------------------- of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion each closing shall be the sum of the Registrable number of Securities and shares of a given HolderCommon Stock that are then issuable upon the exercise of the Warrants which were issued by the Company at such closing, without regard to any limitation on the Investor's ability to exercise the Warrants. If at any time the number of shares of Common Stock issuable pursuant to the Warrant is adjusted in accordance with the terms thereof, and more shares are issuable pursuant to the Warrants than remain available for sale pursuant to the Initial Registration Statement, the Company shall have immediately, but in no further obligations hereunder with respect more than five (5) Business Days, file a Registration Statement sufficient to the registration for resale of register such additional shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunderCommon Stock.

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”"INITIAL REGISTRATION STATEMENT") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “"shelf” " registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the reasonable consent of the Majority Holders). The Company shall: (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement)Statement, (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Date, but in any event on or prior to the Effectiveness Date, Date and (iii) keep such Initial Registration Statement continuously effective under the Securities Act (subject to the exclusion relating to updates, supplements and amendments in Section 2(d) and subject to Section 3(r)) for a period that will terminate upon period, with respect to each Holder's Registrable Securities, extending from the Effectiveness Date until the earlier of the date on which is two (2) years after the Effectiveness Date or such earlier date when all Registrable Securities covered by such Registration Statement that are held by a given Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k)144, as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter to such effect, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). Once the Company is no longer required to keep the Initial Registration Statement effective with respect to all or a portion of the Registrable Securities of a given Holder, the Company shall have no further obligations hereunder with respect to the registration for resale of such shares of Registrable Securities and such shares shall no longer be deemed “"Registrable Securities” " hereunder. The number of shares of Common Stock included in the Initial Registration Statement shall be no less than the Maximum Amount, without regard to any limitation on the Holder's ability to convert the Securities.

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”) which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable to the Majority Holders). The Company shall: (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), (ii) use its best efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Date, but in any event on or prior to the Effectiveness Date, and (iii) keep such Initial Registration Statement continuously effective under the Securities Act (subject to Section 3(r)) for a period that will terminate upon the date on which all Registrable Securities covered by such Registration Statement that are held by a Holder may be sold pursuant to Rule 144(k) and such Holder is not deemed to be an Affiliate under Rule 144(k), as determined by the mutual written agreement of the Company and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) (the “Effectiveness Period”). Once the Company is no longer required to keep the Initial Registration Statement effective with respect to all or a portion of the Registrable Securities of a given Holder, the Company shall have no further obligations hereunder with respect to the registration for resale of such shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunder; provided, that the termination of any such registration obligations shall not affect the Company’s obligations with respect to any then accrued Registration Delay Payment obligations arising under Section 2(c) hereof).

Filing and Effectiveness Obligations. On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Initial Registration Statement”"INITIAL REGISTRATION STATEMENT") which shall cover all Registrable Securities for an offering to be made on a continuous basis pursuant to a “shelf” "Shelf" registration statement under Rule 415. The Initial Registration Statement shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities for resale on Form S-3, in which case such registration shall be on another appropriate form reasonably acceptable in accordance herewith, subject to the reasonable consent of the Majority Holders). The Company shall: shall (i) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement (except pursuant to the exercise of other registration rights outstanding on the date of this Agreement), and (ii) use its best all commercially reasonable efforts to cause the Initial Registration Statement to be declared effective under the Securities Act as promptly as possible after the Filing Datefiling thereof, but in any event on or prior to the Effectiveness Date, and (iii) to take all commercially reasonable steps to keep such Initial Registration Statement continuously effective under the Securities Act Act, (subject except for any delays which are attributable to changes required by the Purchasers in the Registration Statement with respect to information relating to the Purchasers, or to the failure of the Purchasers to conduct their review of the Initial Registration Statement pursuant to Section 3(r3(a)) for , which shall not be deemed to be a period that will terminate upon violation of this obligation), until the date on which is three years after the date that such Initial Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by such Initial Registration Statement that are held by a Holder have been sold or may be sold without volume restrictions pursuant to Rule 144(k) and such Holder 144, without regard to whether the holder of the Registrable Securities is not deemed to be an Affiliate under Rule 144(k)affiliate of the Company, as determined by the mutual written agreement of counsel to the Company pursuant to a written opinion letter, addressed to the Holders and such Holder (it being understood that the Company and a Holder may reach such a mutual agreement with respect to less than all of the Registrable Securities held by such Holder, and in such event the Company’s registration obligations with respect thereto shall cease) 's transfer agent to such effect (the “Effectiveness Period”"EFFECTIVENESS PERIOD"). Once the Company is no longer required to keep The number of shares of Common Stock initially included in the Initial Registration Statement effective with respect to all or a portion of shall be no less than the Registrable Securities of a given Holder, the Company shall have no further obligations hereunder with respect to the registration for resale of such shares of Registrable Securities and such shares shall no longer be deemed “Registrable Securities” hereunderRequired Minimum Shares.