Common use of Filing of Shelf Registration Statement Clause in Contracts

Filing of Shelf Registration Statement. Subject to exceptions and limitations described herein, the Company shall use its best efforts to cause a Registration Statement (the “Second Registration Statement”) to be filed with the Commission on Form SB-2, if available, or, if Form SB-2 is not available for the Registration of the Registrable Securities, on such form as may be prescribed by the Commission, within 90 days after going effective on a separate, first priority Form SB-2 Registration Statement that the Company expects to file on or about December 1, 2007, covering the resale of shares of common stock issued by the Company in its private placement that closed on September 26, 2007, with the final closing on October 9, 2007. The Second Registration Statement will provide for the resale of the Shares and shares underlying the Warrants, and may include other shares as the Company deems necessary or desirable. The Second Registration Statement shall contain all appropriate undertakings necessary to comply with Rule 415 under the Securities Act pertaining to "shelf registration" or delayed offerings of securities. The Company shall use its best efforts (i) to cause the Commission to declare such the Second Registration Statement effective as soon as practicable, and (ii) to maintain the effectiveness of the Second Registration Statement with respect to the Registrable Securities until the Registrable Securities are eligible for sale pursuant to Rule 144. If the SEC refuses to allow the Second Registration Statement to be declared effective because the number of Registrable Securities sought to be registered for resale exceeds the maximum number permissible under certain rules as interpreted by the Commission, the Company shall reduce the number of shares sought to be registered for resale on a pro-rata basis.

Filing of Shelf Registration Statement. Subject to exceptions and limitations described herein, the Company shall use its best efforts to cause a Registration Statement (the “Second Registration Statement”) to be filed with the Commission on Form SB-2, if available, or, if Form SB-2 is not available for the Registration of the Registrable Securities, on such form as may be prescribed by the Commission, within 90 sixty (60) days after going effective on a separate, first priority Form SB-2 Registration Statement that the Company expects to file on or about December 1, 2007, covering the resale of shares of common stock issued by the Company in its private placement that closed on September 26, 2007, with the final closing on October 9, 2007. The Second Registration Statement will provide Closing of the Offering (but in any event as soon as practicable) providing for the resale of the Shares and Shares, shares underlying the Warrants, and may include other shares as the Company deems necessary or desirablePlacement Warrant Shares. The Second Such Registration Statement shall contain all appropriate undertakings necessary to comply with Rule 415 under the Securities Act pertaining to "shelf registration" or delayed offerings of securities. The Company shall use its best efforts (i) to cause the Commission to declare such the Second Registration Statement effective as soon as practicablewithin (x) 90 days after the final Closing of the Offering or (y) if the Commission elects to review the Registration Statement, 120 days after the final Closing of the Offering, and (ii) to maintain the effectiveness of the Second such Registration Statement with respect to the Registrable Securities until the Registrable Securities are eligible for sale pursuant to Rule 144Section 7.3 below. If the SEC refuses to allow the Second Registration Statement registration statement to be declared effective because the number of Registrable Registerable Securities sought to be registered for resale exceeds the maximum number permissible under certain rules as interpreted by the Commission, the Company shall reduce the number of shares sought to be registered for resale on a pro-rata rate basis.. (b)

Filing of Shelf Registration Statement. Subject The Issuer shall cause to exceptions and limitations described hereinbe filed within five Business Days following the filing of the Issuer's Annual Report on Form 10-K for the fiscal year ended March 31, 1996, the Company shall Shelf Registration Statement providing for the sale by the Purchaser of all of the Shares in accordance with the terms hereof and will use its best reasonable efforts to cause a Registration Statement (the “Second Registration Statement”) to be filed with the Commission on Form SB-2, if available, or, if Form SB-2 is not available for the Registration of the Registrable Securities, on such form as may be prescribed by the Commission, within 90 days after going effective on a separate, first priority Form SB-2 Registration Statement that the Company expects to file on or about December 1, 2007, covering the resale of shares of common stock issued by the Company in its private placement that closed on September 26, 2007, with the final closing on October 9, 2007. The Second Registration Statement will provide for the resale of the Shares and shares underlying the Warrants, and may include other shares as the Company deems necessary or desirable. The Second Registration Statement shall contain all appropriate undertakings necessary to comply with Rule 415 under the Securities Act pertaining to "shelf registration" or delayed offerings of securities. The Company shall use its best efforts (i) to cause the Commission to declare such the Second Registration Statement effective as soon as practicable, and (ii) to maintain the effectiveness of the Second Registration Statement with respect to the Registrable Securities until the Registrable Securities are eligible for sale pursuant to Rule 144. If the SEC refuses to allow the Second Shelf Registration Statement to be declared effective because the number of Registrable Securities sought to be registered for resale exceeds the maximum number permissible under certain rules as interpreted by the CommissionCommission as soon as practicable thereafter. The Issuer agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the earlier to occur of (i) the time at which the Purchaser no longer owns, beneficially or otherwise, any Shares or (ii) the second annual anniversary of the Shelf Registration Statement (the "Registration Period"). Subject to Sections 5.3(b) and 5.3(i), the Company Issuer further agrees to amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or any rules and regulations promulgated thereunder; provided, however, that the Issuer shall reduce not be deemed to have used its best efforts to keep the number Shelf Registration Statement effective during the Registration Period if it voluntarily takes any action that would result in the Purchaser not being able to sell the Shares covered thereby during the Registration Period, unless such action is required under applicable law or the Issuer has filed a post-effective amendment to the Shelf Registration Statement and the Commission has not declared it effective or except as otherwise permitted by the last three sentences of shares sought to be registered for resale on a pro-rata basisSection 5.3(b).

Filing of Shelf Registration Statement. Subject to exceptions and limitations described herein, the Company shall use its best efforts to within six months of the date hereof cause a Registration Statement (the “Second Registration Statement”) to be filed with the Commission on Form SB-2S-3, if available, or, if Form SB-2 S-3 is not available for the Registration of the Registrable Securities, on such form as may be prescribed by the Commission, within 90 days after going effective on a separate, first priority Form SB-2 Registration Statement that the Company expects to file on or about December 1, 2007, covering the resale of shares of common stock issued by the Company in its private placement that closed on September 26, 2007, with the final closing on October 9, 2007. The Second Registration Statement will provide providing for the resale of the Primary Shares and shares underlying the Warrants, and may include other shares as the Company deems necessary or desirableWarrant Shares. The Second Such Registration Statement shall contain all appropriate undertakings necessary to comply with Rule 415 under the Securities Act pertaining to "shelf registration" or delayed offerings of securities. The Company shall use its best efforts (i) Best Efforts to cause the Commission to declare such the Second Registration Statement effective as soon as practicable, and (ii) to maintain the effectiveness of the Second such Registration Statement with respect to the Registrable Securities until the Registrable Securities are eligible for sale pursuant to Rule 144SECTION 5 below. If In the SEC refuses to allow event the Second Commission will not permit such Registration Statement to be declared become effective because of the number inclusion therein of Registrable Securities sought to be registered for resale exceeds Warrant Shares that shall not have been issued at the maximum number permissible under certain rules as interpreted by time effectiveness of the CommissionRegistration Statement shall have been requested, then the Company shall reduce file an amendment to such Registration Statement covering the number resale of shares sought only the Primary Shares and shall use its Best Efforts to be registered for resale on a pro-rata basiscause the Commission to declare such amended Registration Statement effective and to maintain the effectiveness thereof pursuant to SECTION 5 below.

Filing of Shelf Registration Statement. Subject to exceptions and limitations described hereinthe conditions set forth in this Agreement, within 12 months of the date hereof, the Company shall use its best efforts cause to cause be filed a Registration Statement (the “Second Shelf Registration Statement”) to be filed with the Commission on Form SB-2, if available, or, if Form SB-2 is not available for the Registration of the Registrable Securities, on such form as may be prescribed by the Commission, within 90 days after going effective on a separate, first priority Form SB-2 Registration Statement that the Company expects to file on or about December 1, 2007, covering the resale of shares of common stock issued by the Company in its private placement that closed on September 26, 2007, with the final closing on October 9, 2007. The Second Registration Statement will provide for the resale of the Shares and shares underlying the Warrants, and may include other shares as the Company deems necessary or desirable. The Second Registration Statement shall contain all appropriate undertakings necessary to comply with under Rule 415 under the Securities Act pertaining relating to "shelf registration" or delayed offerings the sale by the Holders of securitiesall of the Registrable Shares in accordance with the terms hereof, and shall use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC by the expiration of the Lock-up Period. Common Shares (other than Registrable Shares) may, at the Company’s option, be included among the securities covered by the Shelf Registration Statement. The Company shall may use an existing, effective registration statement under Rule 415 under the Securities Act as the Shelf Registration Statement if such registration statement otherwise complies with this Section 3(a). The Company agrees to use its best commercially reasonable efforts (i) to cause keep the Commission to declare such the Second Shelf Registration Statement continuously effective until the earliest of (a) such time as soon as practicablethe Company does not meet the requirements to register the Registrable Shares on Form S-3 (or similar successor form of registration statement), and (iib) to maintain the effectiveness date on which the Holders no longer hold any Registrable Shares, or (c) the date on which all of the Second Registration Statement with respect to Registrable Shares held or subsequently acquired by the Registrable Securities until the Registrable Securities are Holders have become eligible for sale pursuant to Rule 144. If 144(k) promulgated under the SEC refuses Securities Act (hereinafter referred to allow as the Second “Shelf Registration Statement to be declared effective because the number of Registrable Securities sought to be registered for resale exceeds the maximum number permissible under certain rules as interpreted by the Commission, the Company shall reduce the number of shares sought to be registered for resale on a pro-rata basisExpiration Date”).