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

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 thirty (30) days after the Closing Date, a Registration Statement (using a conversion price with respect to the Debenture Shares of One Cent ($0.01) per share) relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 one hundred and twenty (120) days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40). The Company shall promptly (and, in any event, no more than 24 twenty-four (24) hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerInitial Investor. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 forty-eight (48) hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable SecuritiesSecurities other than those securities issued or issuable by the Company to PHD or investors introduced to the Company by PHD and which securities are covered by registration rights agreements containing terms and conditions substantially similar to those contained herein (collectively, the "OTHER REGISTRATION RIGHTS AGREEMENTS"). The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 twenty-four (24) hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission Commission, not later than 45 days after the Closing DateMarch 31, 1999, a Registration Statement on Form S-3 (or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 such registration shall be on another appropriate Form in accordance herewith) relating to the offer and sale of the Registrable Securities and shall use its reasonable best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event not later than 120 days May 31, 1999, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date which is five years after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from date that such Registration Statement is declared effective by the Commission on (subject to the suspension periods described in Section 3(a) hereof) or such shorter period that will terminate when all the Registrable Securities covered by the Registration Statement have been sold pursuant thereto in accordance with the plan of distribution provided in the Prospectus, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in the delivery of new securities not subject to transfer restrictions under the Securities Act (the "Registration Period"). Notwithstanding the foregoing, the Company shall have no obligation to prepare and promptly forward file a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION 2(a) as Agreement if the Commission indicates, either orally Series C Preferred Stock has been redeemed in full pursuant to Section 6.5 or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours 6.6 of the Commission's receipt Certificate of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the CommissionDesignations.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 Within 75 days after the Closing Date, a the Company shall prepare and file an amendment to the registration statement it filed pursuant to the Registration Statement relating Rights Agreement dated November 4, 1999 between the Company and the Buyer to (1) provide that any remaining shares which were registered under the registration statement can be used for the offer and sale of the Registrable Securities Securities; and (2) register an additional 3,500,000 shares of Common Stock for the offer and sale of the Registrable Securities, (such amended registration statement is referred to herein as the "Registration Statement") and the Company shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 days after the Closing DateSeptember 30, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40)2000. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Except as set forth on Schedule 2(a) annexed hereto, the Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 sixty (60) days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 one hundred and eighty (180) days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate Debenture of Designation of Forty Cents Four Dollars ($0.404 (U.S.)) per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 forty-eight (48) hours of the Commission's receipt of such request. The Company shall not include any other securities in excess of ten million (10,000,000) shares of Common Stock in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 60 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 150 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40)1.00 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

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

Filing and Effectiveness of Registration Statement. The Company shall agrees to prepare and file with the Commission not as soon as practicable but no later than 45 thirty days after from the Closing DateDate (the "Filing Deadline"), a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 ninety (90) days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents Date ($0.40"Registration Deadline"). The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION 2(aSection 2(A) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two (2) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 forty-eight (48) hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor Investors by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.. In the event that (a) the Registration Statement has not been filed by the Filing Deadline, (b) the Registration Statement for any reason has not been declared effective by the Registration Deadline, or (c) if the Registration Statement has been declared effective by the Registration Deadline but thereafter is not effective, then as of the fifteenth (15th) day of each calendar month after the Filing Deadline during which the Registration has not been filed or after the Registration Deadline during which the Registration Statement for any reason is not effective, the Company shall be obligated to pay to LJCI a monthly fee in the amount of Ten Thousand Dollars ($10,000.00) ("Monthly Fee") with such Monthly Fee increasing to Fifteen Thousand Dollars ($15,000) after the first thirty day period. Regardless of the foregoing provisions, any obligation of Meltronix to pay the Monthly Fee shall automatically and irrevocably terminate as of the time at which all Registrable Securities have become excluded from the definition of Restricted Securities as described in Section 1(A)(11) hereof. (B)

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 the date five (5) business days after the Closing Datedate the Company files the Form 10K for its fiscal year ending December 31, 1999, but in no event later than April 15, 2000, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 days after June 30, 2000, registering a number of shares equal to 19.9% of the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate total number of Designation shares of Forty Cents ($0.40)Common Stock then outstanding. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Except for the securities listed on Schedule 2(a), the Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall use its reasonable best efforts to prepare and file with the Commission not later than 45 30 calendar days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its reasonable best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 90 calendar days (150 calendar days in the event of a "full review" by the Commission) after the Closing Date, assuming for purposes hereof a Conversion Price . The number of Shares designated in the Registration Statement to be registered shall include all the Registrable Securities and shall include appropriate language regarding reliance upon Rule 416 under the Certificate of Designation of Forty Cents ($0.40)Securities Act to the extent permitted by the Commission. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify each of the Buyer Investors when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerInvestors. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business five (5) days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor Investors by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 60 days after the Closing Date, a Registration Statement on Form S-3 relating to the offer and sale resale of the Registrable Securities by the holders thereof and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event not later than 120 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40).50 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as (i) the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration StatementStatement and (ii) the Company shall have received all necessary Nevada gaming regulatory approvals, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than 120 270 days after the Closing Date; provided, assuming however, that if the effectiveness of the Registration Statement is delayed directly as a result of disclosure in the Registration Statement relating to the transactions contemplated by the Merger Agreement, such 270 day period shall be extended for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40)an additional 60 days. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerBuyer Initial Investor and the Company shall use its best efforts to respond to any such comments within 20 days after their receipt. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. , except as set forth on the attached Schedule 2(a) The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. (i) The Company shall use its reasonable best efforts to prepare and file with the Commission not later than 45 calendar days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its reasonable best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 90 calendar days (150 calendar days in the event of a "full review" by the Commission) after the Closing Date, assuming for purposes hereof a Conversion Price . The number of Shares designated in the Registration Statement to be registered shall include all the Registrable Securities and shall include appropriate language regarding reliance upon Rule 416 under the Certificate of Designation of Forty Cents ($0.40)Securities Act to the extent permitted by the Commission. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify each of the Buyer Investors when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerInvestors. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business five (5) days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor Investors by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission. (ii) In the event that (A) the Registration Statement is not filed by the Company in a timely manner as set forth in Section 2(a)(i), (B) the Registration Statement is not declared effective by the Commission within the period of time set forth in Section 2(a)(i), or within five (5) days of clearance by the Commission to request effectiveness, or (C) the Registration Statement is not maintained as effective by the Company for the period set forth in Section 3(a)(i) below (each a "Registration Default"), then the Company will pay each Investor (pro-rata on a monthly basis), for each Registration Default then in effect, as liquidated damages and not as a penalty, during any period in which a Registration Default is occurring, one percent (1%) per month of (A) the purchase price paid by such Investor for the Registrable Securities, and (B) the value of any outstanding Warrants (valued at the difference between the average Current Market Price during the applicable month and the exercise price of the Warrants multiplied by the number of shares of Common Stock the Warrants are exercisable into), held by such Investor until such corresponding Registration Default no longer exists ("Liquidated Damages"). Such payment of the Liquidated Damages shall be made to the Investors in cash, or, at the option of the Company, in registered shares of Common Stock (based on the Purchase Price (as defined in the Securities Purchase Agreement)) on the trading day prior to the date of payment) on the last day of each month during which a Registration Default occurred or was continuing, without demand therefor by the Investor; provided, however, that the payment of the Liquidated Damages shall not relieve the Company from its obligations to register the Securities pursuant to this Section. If the Company does not remit the payment to the Investors as set forth above, the Company will pay the Investors reasonable costs of collection, including attorneys' fees, in addition to the Liquidated Damages plus interest on any liquidated damage payments not made in a timely manner as set forth above equal to the effective "Prime Rate" as announced by Citibank at the time such payment is due hereunder plus 2% per annum. The registration of the Registrable Securities pursuant to this provision shall not affect or limit the Investors' other rights or remedies as set forth in this Agreement.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 forty-five (45) days after (a) the Closing DateDate with respect to the Common Shares and (b) from the date of issuance with respect to the Deficiency Shares, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than 120 ninety (90) days after (a) the Closing Date, assuming Date with respect to the Common Shares and (b) from the date of issuance with respect to the Deficiency Shares. Investor's exclusive remedy for purposes hereof a Conversion Price under the Certificate failure to comply with the provisions of Designation of Forty Cents ($0.40)the preceding sentence is set forth in the Purchase Agreement. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerInitial Investor. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two three (3) business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable practicable, but in no event later than 120 270 days after the Closing Date; provided, assuming however, that if the effectiveness of the Registration Statement is delayed directly as a result of disclosure in the Registration Statement relating to the transactions contemplated by the Merger Agreement, such 270 day period shall be extended for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40)an additional 60 days. The Company shall promptly (and, in any event, no more than 24 48 hours after it receives comments from the Commission), notify the Buyer Initial Investor when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the BuyerInitial Investor and the Company shall use its best efforts to respond to any such comments within 20 days after their receipt. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. , except as set forth on the attached Schedule 2(a) The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 90 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40)1.50 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.

Filing and Effectiveness of Registration Statement. The Company shall prepare and file with the Commission not later than 45 120 days after the Closing Date, a Registration Statement relating to the offer and sale of the Registrable Securities and shall use its best efforts to cause the Commission to declare such Registration Statement effective under the Securities Act as promptly as practicable but in no event later than 120 180 days after the Closing Date, assuming for purposes hereof a Conversion Price under the Certificate of Designation of Forty Cents ($0.40)1.75 per share. The Company shall promptly (and, in any event, no more than 24 hours after it receives comments from the Commission), notify the Buyer when and if it receives any comments from the Commission on the Registration Statement and promptly forward a copy of such comments, if they are in writing, to the Buyer. At such time after the filing of the Registration Statement pursuant to this SECTION Section 2(a) as the Commission indicates, either orally or in writing, that it has no further comments with respect to such Registration Statement or that it is willing to entertain appropriate requests for acceleration of effectiveness of such Registration Statement, the Company shall promptly, and in no event later than two business days after receipt of such indication from the Commission, request that the effectiveness of such Registration Statement be accelerated within 48 hours of the Commission's receipt of such request. The Company shall not include any other securities in the Registration Statement relating to the offer and sale of the Registrable Securities. The Company shall notify the Initial Investor by written notice that such Registration Statement has been declared effective by the Commission within 24 hours of such declaration by the Commission.