Common use of Mandatory Registration Clause in Contracts

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and and, no later than 305 days after the date of issuance of the Common Shares (the "Filing Deadline"), file with the Commission SEC a Registration Statement registration statement on Form S-3 covering the resale of all of the Registrable Shares, or such lesser amount of Registrable Shares for an offering as the Holders shall in their discretion notify the Company to be made on a continuous basis pursuant to Rule 415register. The Registration Statement required hereunder shall be on In the event that Form S-3 (except if is unavailable for such a registration, the Company shall use such other form as is not then eligible available for such a registration, subject to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with further provisions of this Section 2(e) below4(a). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause have the Registration Statement to be registration statement declared effective no later than 365 days after the date of issuance of the Common Shares and in any event shall have the registration declared effective no later than 380 days after the date of issuance of the Common Shares. In the event that Form S-3 is not available for the registration of Registrable Shares hereunder, the Company shall (i) register the sale of the Registrable Shares on another appropriate form and (ii) undertake to register the Registrable Shares on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the registration statement then in effect until such time as a registration statement on Form S-3 covering the Registrable Shares has been declared effective by the SEC. No securities other than Registrable Shares will be included in any registration statement filed pursuant to this Section 4(a) subject to Section 4(e) below. The Company shall keep a registration statement described in this Section 4(a) hereof effective pursuant to Rule 415 promulgated under the Securities Act at all times until the earlier of (unless it becomes effective automatically upon filingi) the date as promptly as possible after of which each of the filing thereof (but Holders may sell all of the Registrable Shares held by such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts Holder without restriction pursuant to keep such Registration Statement continuously effective Rule 144(k) promulgated under the Securities Act or (including the filing of any necessary amendments, post-effective amendments and supplementsii) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filedHolders shall have sold all the Registrable Shares to the public (the"Registration Period"). The Company shallregistration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, by 6:30 am Pacific Time on or necessary to make the Trading Day immediately after statements therein, in light of the Effective Datecircumstances in which they were made, file a Rule 424(b) prospectus with the Commissionnot misleading.

Mandatory Registration. (a) As soon Subject to Section 5.4(g) and during the period commencing at any time after two (2) years following the date hereof, one or more holders of the Registrable Securities (the "Holders") owning in the aggregate in excess of 50% of the issued and outstanding Registrable Securities may make a written request to the Company for registration (a "Demand Registration") under and in accordance with the provisions of the Securities Act of up to all of the Registrable Securities owned by such Holder or Holders (a "Registration Statement"). Within five (5) business days after receipt of such request, the Company will serve written notice (the "Notice") of such request to all other Holders and will include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within twenty (20) business days after it gives the Notice to the applicable Holder. Unless the Holder or Holders demanding the Demand Registration shall agree in writing, no other party, including the Company (but excluding another Holder of a Registrable Security) shall be permitted to offer securities under any such Demand Registration. The Company shall use its reasonable best efforts, as expeditiously as practicable, but in no event later than the Filing Datesixty (60) days after receipt of a request from a Holder for a Demand Registration, the Company shall to prepare and file with the Commission SEC a Registration Statement covering the resale of all of with respect to the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 Securities (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the "Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company ") and shall use its reasonable best efforts to cause the Registration Statement to be declared become effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date)possible, and in all events within sixty (60) days from the Filing Date. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under until the Securities Act earlier of (including i) the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness all of the Registration Statement Registrable Securities registered thereunder shall have been sold and (unless it becomes effective automatically upon filingii) as the second anniversary of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shallis declared effective or, by 6:30 am Pacific Time on with respect to any unsold registered Warrant Shares, one year from the Trading Day immediately after expiration date of the Effective Warrants if later than such second anniversary (the "Registration Withdrawal Date, file a Rule 424(b) prospectus with the Commission").

Mandatory Registration. Within thirty (a30) As soon as practicabledays following the Closing, but in no event later than (the “Expected Filing Date, ”) the Company shall prepare and file a registration statement with the Commission a Registration Statement covering the resale of all of the Registrable Shares SEC providing for an offering to be made registration and resale, on a continuous or delayed basis pursuant to Rule 415. The , of all of the Transfer Restricted Securities then outstanding (the “Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowStatement”). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act by the SEC as soon as reasonably practicable, but in no event later than thirty (unless it becomes effective automatically upon filing30) as promptly as possible after days following the filing thereof of the Registration Statement, or one hundred and twenty (but 120) days in the event the Registration Statement is reviewed by the SEC (such effectiveness date shall not be later than date, the “Expected Effectiveness Date”), and . The Company shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (including A) the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding all the Transfer Restricted Securities covered by such Registration Statement have been sold and (B) the date on which all of the shares of Common Stock purchased pursuant to this Agreement cease to be Transfer Restricted Securities hereunder (such period, the “Effectiveness Period”). The Company shall telephonically request effectiveness Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (unless it becomes effective automatically upon filing2) as Business Days of 2:00 pm Pacific Time on a Trading Day. The such date, the Company shall promptly notify each of provide the Stockholders via facsimile or email Holders with written notice of the effectiveness of a such Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionStatement.

Mandatory Registration. (a) As The Company shall prepare, and, as soon as practicable, practicable but in no event later than thirty (30) days after the earlier of (i) the Closing Date (as defined in the Securities Purchase Agreement) or (ii) the Closing Deadline (as defined in the Securities Purchase Agreement) (the "Closing Filing DateDeadline"), the Company shall prepare and file with the Commission SEC a Registration Statement or Registration Statements (as provided for below in this Section 2(a)) on Form S-3 covering the resale of all of the Registrable Securities (other than the Break-Up Shares) if a closing has occurred on or prior to the Closing Deadline or the Break-Up Shares for an offering to be made on a continuous basis pursuant to Rule 415if such closing has not occurred. The Registration Statement required hereunder shall be on In the event that Form S-3 (except if is unavailable for such a registration, the Company shall use such other form as is not then eligible available for such a registration, subject to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with provisions of Section 2(e) below2(d). The Registration Statement required hereunder referenced above shall contain register for resale (except i) at least 12.7 million shares of Common Stock if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days closing has occurred on or prior to the Filing Date. No Registrable Closing Deadline or (ii) if Break-Up Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b)are issued, the number of Break-Up Shares. The Company shall use its best efforts to cause have the Registration Statement to be declared effective under by the SEC as soon as practicable, on or before the date which is one hundred twenty (120) days after the Closing Filing Deadline (the "Closing Effectiveness Deadline"). To the extent that a closing occurs during the Post-Closing Participation Period (as defined in the Securities Act Purchase Agreement) and the Registration Statement filed with respect to the Closing Filing Deadline has not yet been declared effective by the SEC, the Company shall amend such Registration Statement to include the Convertible Debentures and Warrants be issued during the Post-Closing Participation Period and at least 125% of the number of shares then issuable upon conversion of such Convertible Debentures and exercise of such Warrants assuming a conversion price or exercise price, as applicable, of 62.5% of the Standard Conversion Price in effect at the time of issuance (unless it becomes the "Post-Closing Securities"). To the extent that a closing occurs during the Post-Closing Participation Period and the Registration Statement filed with respect to the Closing Filing Deadline has already been declared effective automatically upon filingby the SEC without inclusion of the Post-Closing Securities, the Company shall file a new Registration Statement on Form S-3 covering the resale of all such securities within thirty (30) days following such closing (the "Post-Closing Filing Deadline" and collectively with the Closing Filing Deadline, the "Filing Deadlines"). In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as promptly as possible after is available for such a registration, subject to the filing thereof (but such effectiveness date shall not be later than the Effectiveness Dateprovisions of Section 2(d), and . The Company shall use its best efforts to keep have such Registration Statement continuously declared effective under by the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise SEC as soon as practicable practicable, on the following Trading Day), which shall be or before the date requested for effectiveness of a Registration Statement which is one hundred twenty (120) days after the Post-Closing Filing Deadline (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus "Post-Closing Security Effectiveness Deadline" and collectively with the CommissionClosing Effectiveness Deadline, the "Effectiveness Deadlines").

Mandatory Registration. (a) As The Company shall prepare and, as soon as practicablepracticable after, but in no event later case greater than forty-five (45) days after the Filing Dateclosing of the Business Combination, the Company shall prepare and file with the Commission a the Initial Registration Statement on Form S-1 (or any successor form) covering the resale of all by the Investor of the maximum number of Registrable Shares for an offering Securities as shall be permitted to be made on a continuous basis pursuant included thereon in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial Registration Statement”). The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Initial Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Annex Exhibit A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best commercially reasonable efforts to cause have the Initial Registration Statement to be declared effective under by the Securities Act (unless it becomes effective automatically upon filing) Commission as promptly soon as possible after reasonably practicable following the filing thereof (with the Commission, but such effectiveness date shall not be no later than the Effectiveness Date)earlier of (i) the 120th calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Initial Registration Statement (including a limited review) and (ii) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “reviewed” or will not be subject to further review; provided, however, that the Company’s obligations to include the Registrable Securities in the Initial Registration Statement are contingent upon Investor furnishing in writing to the Company such information, and shall use its best efforts to keep executing such Registration Statement continuously effective under documents, in connection with such registration as the Securities Act (including Company may reasonably request in accordance with Section 4(a); provided, further, that the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request be entitled to postpone and suspend the effectiveness or use of the Registration Statement (unless it becomes effective automatically upon filing) Statement, if applicable, during any customary blackout or similar period or as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionpermitted hereunder.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and prepare, and, on or prior to thirty (30) days after the initial issuance date of the Shares (the "CLOSING DATE"), file with the Commission SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2(c), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Shares for an offering Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to be made on a continuous basis pursuant to Rule 415prevent dilution resulting from stock splits, stock dividends or similar transactions. The Such Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to initially register for resale that number of shares of Common Stock equal to 125% of the number of Registrable Shares on Form S-3, in which case Securities issuable as of the date immediately preceding the date the Registration Statement is initially filed with the SEC as if such date of registration was a date on which the Warrants were exercised or exercisable, subject to adjustment as provided in Section 3(b). Such registered shares of Common Stock shall be allocated among the Investors pro rata based on another appropriate form in accordance with Section 2(e) below)the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Securities is declared effective by the SEC. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause have the Registration Statement to be declared effective under by the Securities Act SEC within ninety (unless it becomes effective automatically upon filing90) as promptly as possible days after the filing thereof Closing Date (but such effectiveness date shall the "Scheduled Effective Date"). If the Registration statement is not be later than declared effective by the Effectiveness SEC on or before the Scheduled Effective Date), and shall use its best efforts to keep such Registration Statement continuously effective under then for each consecutive thirty (30) day period following the Securities Act (including the filing of any necessary amendmentsScheduled Effective Date, post-effective amendments and supplements) each Investor shall, until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of time as the Registration Statement is declared effective by the SEC (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement all such payments to be made in cash and nonrefundable on the same Trading Day that the Company telephonically confirms effectiveness with the Commission first day of each thirty (if possible, otherwise as soon as practicable on the following Trading Day30) day period), which shall be entitled to an amount equal to the date requested for effectiveness product of a Registration Statement (i) one percent, multiplied by (ii) the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, Purchase Price paid by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionsuch Investor.

Mandatory Registration. (a) As The Company shall prepare and, as soon as practicable, but in no event later than the Filing DateDeadline, the Company shall prepare and file with the Commission a SEC an Initial Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible ineligible to register for resale the Registrable Shares Securities on Form S-3, in which case the Registration Statement such registration shall be on another appropriate such other form in accordance with Section 2(eavailable to register for resale the Registrable Securities as a secondary offering) belowcovering the resale of all of the Registrable Securities (the “Initial Registration Statement”). The Such Initial Registration Statement, and each other Registration Statement required hereunder to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by required pursuant to written comments received from the StockholdersSEC upon a review of such Registration Statement) the “Plan of Distribution” section in substantially the form attached hereto as Annex A. Each Stockholder agrees Exhibit C (which may be modified to furnish respond to comments, if any, provided by the Company a completed questionnaire in the form attached SEC or to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Datereflect any non-material changes). No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best efforts to cause the have such Initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2(a), if the staff of the SEC (the “Staff”) or the SEC informs the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (the “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement if applicable, if the Staff or SEC sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by an Investor as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Warrant Shares held by such Investors) and second by Registrable Securities represented by Convertible Shares (applied, in the case that some Convertible Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Convertible Shares held by such Investors, subject to a determination by the Staff or SEC that certain Investors must be reduced first based on the number of Convertible Shares held by such Investors). If the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Securities Act (unless it becomes effective automatically upon filing) Company will use its commercially reasonable efforts to file with the SEC, as promptly as possible after allowed by the filing thereof (but Staff or SEC, one or more registration statements on Form S-3 or such effectiveness date shall other form available to register for resale those Registrable Securities that were not be later than registered for resale on the Effectiveness Date)Initial Registration Statement, and shall use its best efforts to keep such Registration Statement continuously effective under as amended, or the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the New Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a each, an “Additional Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective DateStatement”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing DateProvided that a closing of a Private ------------------------ Offering has not previously occurred, the Company shall prepare and shall, on the date six (6) months from the Prior Closing Date (the "MANDATORY REGISTRATION DATE"), --------------------------- file with the Commission a Registration Statement (the "MANDATORY --------- REGISTRATION STATEMENT"), no later than forty-five (45) days from such ----------------------- Mandatory Registration Date (the "MANDATORY FILING DATE"), covering the --------------------- resale of all of the Registrable Shares Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Mandatory Registration Statement required hereunder shall be on Form S-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares Securities on Form S-1, Form SB-2 or Form S-3, in which case the Mandatory Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowherewith). The Mandatory Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” , attached hereto as Annex A. Each Stockholder agrees ANNEX A (which may be ------- modified to furnish respond to comments, if any, received by the Commission). The Company a completed questionnaire in shall cause the form attached Mandatory Registration Statement to become effective, no later than ninety (90) days after the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Mandatory Filing Date, (the "MANDATORY EFFECTIVENESS DATE") and remain effective as provided ------------------------------ herein. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best efforts to cause the Mandatory Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such the Mandatory Registration Statement continuously effective under the Securities Act until the earlier date (including i) when all Registrable Securities have been sold pursuant to the filing of any necessary amendmentsMandatory Registration Statement, post-and (ii) two (2) years from the effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Mandatory Registration Statement (unless it becomes effective automatically upon filingprovided all the Holders can sell all of their shares, without limitation, pursuant to Rule 144(k) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionSecurities Act.

Mandatory Registration. Within five Business Days following the date of this Agreement, the Company shall file a registration statement, or a prospectus supplement to an existing registration statement, with the SEC providing for the registration and resale, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, of all of the Registrable Securities then outstanding (a) As the “Registration Statement”). If the Registration Statement is required to be declared effective by the SEC, the Company shall use its commercially reasonable efforts to cause it to be declared effective under the Securities Act by the SEC as soon as reasonably practicable, but in no event later than thirty (30) days following the Filing Datefiling of the Registration Statement, or one hundred and twenty (120) days in the event the Registration Statement is reviewed by the SEC. If the Company is a WKSI at the time of filing the Registration Statement as that term is defined in rules under the Securities Act, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall will either be on Form S-3 (except if S-3ASR that becomes effective upon filing with the SEC in accordance with Rule 462(e) under the Securities Act or will be a prospectus supplement to an existing registration statement of the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (including 1) the filing third anniversary of any necessary amendmentsthe date of this Agreement and (2) the date on which all of the Shares cease to be Registrable Securities (such period, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (unless it becomes effective automatically upon filing2) as Business Days of 2:00 pm Pacific Time on a Trading Day. The such date, the Company shall promptly notify each of provide the Stockholders via facsimile or email Holders with written notice of the effectiveness of a such Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionStatement.

Mandatory Registration. Within thirty (a30) As soon as practicable, but in no event later than days following the Closing (the “Expected Filing Date”), the Company shall prepare and file a registration statement with the Commission a Registration Statement covering the resale of all of the Registrable Shares SEC providing for an offering to be made registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Transfer Restricted Securities then outstanding (the “Registration Statement”). For the purpose of clarity, the Company may file one Registration Statement to cover the Transfer Restricted Securities and the Arris Transfer Restricted Securities. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act by the SEC as soon as reasonably practicable, but in no event later than thirty (unless it becomes effective automatically upon filing30) as promptly as possible after days following the filing thereof of the Registration Statement, or one hundred and twenty (but 120) days in the event the Registration Statement is reviewed by the SEC (such effectiveness date shall not be later than date, the “Expected Effectiveness Date”), and . The Company shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (including A) the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding all the Transfer Restricted Securities covered by such Registration Statement have been sold and (B) the date on which all of the shares of Common Stock purchased pursuant to this Agreement cease to be Transfer Restricted Securities hereunder (such period, the “Effectiveness Period”). The Company shall telephonically request effectiveness Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (unless it becomes effective automatically upon filing2) as Business Days of 2:00 pm Pacific Time on a Trading Day. The such date, the Company shall promptly notify each of provide the Stockholders via facsimile or email Holders with written notice of the effectiveness of a such Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionStatement.

Mandatory Registration. (a) As soon as practicable, but in no event later than Within sixty (60) days after the Filing Closing Date, the Company shall prepare and file with the Commission SEC (i) a Registration Statement covering all Registrable Securities for an offering pursuant to Rule 415, and (ii) the resale Exchange Act Registration Statement; provided; however, that if the SEC takes the position that the offering of some or all of the Registrable Shares for an offering Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis pursuant to under the provisions of Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause amend the Registration Statement prior to be declared effective under its effectiveness to remove from the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under such portion of the Registrable Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness PeriodCut-Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). The Company Any cut-back of the Registrable Securities pursuant to this Section 2(a) shall telephonically request be allocated first to the Placement Warrant Shares and if such allocation does not result in a sufficient reduction in the amount of Registrable Securities, then among the Investors on a pro rata basis, unless the SEC Restrictions require otherwise. In the event that upon effectiveness of the Registration Statement (unless it becomes effective automatically less than all Registrable Securities are contained therein, upon filing) as the request of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that any Holder, the Company telephonically confirms effectiveness will prepare and file with the Commission (if possibleSEC, otherwise at such time or times as soon the SEC allows the Company to make such filings, one or more Additional Registration Statements covering the maximum amount of Cut-Back Shares allowed by the SEC at the time of such filing until such time as practicable on all Registrable Securities have been registered for resale under the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionSecurities Act.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall will prepare and file with the Commission SEC within thirty (30) days of the date hereof a Registration Statement covering registration statement on Form S-3 for the resale purpose of registering under the Securities Act all of the Registrable Shares for an offering resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"). The Registration Statement shall permit the Investors to be made offer and sell, on a delayed or continuous basis pursuant to Rule 415415 under the Securities Act, any or all of the Registrable Shares. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Registration Statement to be declared become effective under as soon as practicable within 120 days of the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”)hereof. The Company shall telephonically request effectiveness be required to keep the Registration Statement effective until such date that is the earliest of (i) the date when all of the Registrable Shares registered thereunder shall have been sold by the Initial Investors and the Investor Permitted Transferees, or (ii) the second anniversary of the Closing or (iii) such time as all of the Registrable Shares registered thereunder can be sold within any given three-month period without regard to the trading volume of the Common Stock pursuant to Rule 144, subject to extension as set forth below (such earliest date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Dayor any prospectus relating thereto). The Company shall promptly notify each In the event the right of the Stockholders via facsimile or email of selling Investors to use the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (and the “Effective Date”)prospectus relating thereto) is delayed or suspended pursuant to Sections 4(c) or 11 hereof, unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” Company shall be required to extend the date on which Mandatory Registration Termination Date beyond the Registration Statement was filed. The Company shall, second anniversary of the Closing by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionsame number of days as such delay or Suspension Period (as defined in Section 11 hereof).

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and file no later than five (5) Business Days following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 with the Commission (such filing date, the “Mandatory Shelf Filing Date”) a Registration Statement covering registration statement with the resale Commission providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Registrable Shares for an offering Securities then outstanding from time to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder time; such registration statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 (except or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form); provided, however, that if the Company is not then has filed the registration statement on Form S-1 and subsequently becomes eligible to register for resale use Form S-3 or any equivalent or successor form or forms, the Registrable Shares Company may elect, in its sole discretion, to (i) file a post-effective amendment to the registration statement converting such registration statement on Form S-3S-1 to a registration statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the registration statement on Form S-1 and file a registration statement on Form S-3 or any equivalent or successor form or forms, in which case (the registration statement on such form, as amended or supplemented, the “Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowStatement”). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) by the Commission as promptly soon as possible reasonably practicable after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Mandatory Shelf Filing Date), and . The Company shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (including A) the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any all of the Registrable Securities covered by such Registration Statement have been sold, (B) the date on which the Selling Holders own, in the aggregate, a number of Common Shares which represents less than 1% of the total number of Common Shares issued and outstanding at such time, and (C) the date on which all of the Purchased Shares cease to be Registrable Securities hereunder (such period, the “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within one (1) Business Days of such date, the Company shall telephonically request provide the Holders with written notice of the effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionStatement.

Mandatory Registration. (a) As soon as practicable, but in no event later than On or prior to the Filing Date, the Company Corporation shall prepare and file with the Commission a the Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers or sales of the Registrable Shares, for such other means of distribution of Registrable Shares as the Investors may specify. The Registration Statement required hereunder shall be on Form S-3 S–3 (except if the Company Corporation is not then eligible to register for resale the Registrable Shares on Form S-3S–3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowherewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the StockholdersInvestors) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder Investor agrees to furnish to the Company Corporation a completed questionnaire Questionnaire in the form attached to the this Agreement as Annex B (an a “Electing Holder Selling Shareholder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company The Corporation shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date)thereof, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company Corporation shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 5:00 pm Pacific Eastern Time on a Trading Day. The Company Corporation shall promptly notify each of the Stockholders Investors via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company Corporation telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company Corporation shall, by 6:30 9:30 am Pacific Eastern Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. (a) As soon promptly as practicablepossible after the date hereof, but and in no any event later than prior to the date that is five (5) days following the Stockholder Approval (the “Mandatory Filing Date”), the Company shall prepare and file with the Commission SEC a Registration Statement covering on Form X-0, X-0 or other appropriate form, for the resale purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an offering initial selling stockholder thereunder (the “Mandatory Registration Statement”). The Mandatory Registration Statement shall permit the Investors to be made offer and sell, on a delayed or continuous basis pursuant to Rule 415415 under the Securities Act, any or all of the Registrable Shares. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than the date that is one hundred twenty (120) days following the Mandatory Filing Date (the “Mandatory Effective Date”) (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Datean “Acceleration Request”), and which request shall use its best efforts to keep request an effective date that is within three (3) Business Days of the date of such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”request). The Company shall telephonically request effectiveness notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company’s submission of an Acceleration Request to the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading DaySEC. The Company shall promptly notify each be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Stockholders via facsimile or email Registrable Shares registered thereunder shall have been sold and (ii) the second (2nd) anniversary of the effectiveness Conversion of a the Note; provided, that in either case such date shall be extended by the amount of time of any Suspension Period (as defined below). Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement on and, upon such withdrawal and notice to the same Trading Day that Investors, the Company telephonically confirms effectiveness with Investors shall have no further right to offer or sell any of the Commission (if possible, otherwise as soon as practicable on Registrable Shares pursuant to the following Trading Day), which shall be the date requested for effectiveness of a Mandatory Registration Statement (the “Effective Date”or any prospectus relating thereto), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time shall not cause any registration statement (other than on Form S-8) for its securities to be declared effective unless the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionMandatory Registration Statement is simultaneously declared effective.

Mandatory Registration. (a) As soon as practicable, but in no event later than the On or prior to each ---------------------- Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or any such portion of the Registrable Shares for an offering Securities issued at the Closing and any other Registrable Securities beneficially owned by the Investor as the Investor shall specify by written notice given to be made on a continuous basis pursuant to Rule 415the Company. The Registration Statement required hereunder shall be on Form S-3 pursuant to Rule 415 of the Securities Act or any successor rule providing for the offering of securities on a continuous basis (except if otherwise directed by the Investor in accordance herewith or if the Company is not then eligible to register for resale the Registrable Shares Securities on Form S-3S-3 pursuant to Rule 415, in which case the Registration Statement then such registration shall be on another appropriate any available form in accordance with Section 2(e) belowas determined by the Investor). The Registration Statement required hereunder Company shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”i) not less permit any securities other than five (5) Trading Days prior the Registrable Securities to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (thereof; but such effectiveness date shall not be later than in any event prior to the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (including A) the filing sale of all of the Registrable Securities included in such Registration Statement; or (B) such time as in the opinion of counsel to the Company (in form and substance reasonably satisfactory to the Investor) that all of the Registrable Securities included in such Registration Statement are eligible for resale pursuant to Rule 144(k) of the Securities Act (the "Effectiveness Period"); provided, however, that the -------- ------- Company shall not be deemed to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any necessary amendmentsaction that would result in the Investor not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of amendment to the Registration Statement (unless and the Commission has not declared it becomes effective automatically upon filing) as effective. If the Investor intends to distribute the Registrable Securities covered by the Registration Statement by means of 2:00 pm Pacific Time on a Trading Day. The Company an underwriting, the Investor shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionCompany.

Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Targeted Filing Date, file with the SEC the Registration Statement on Form F-3 covering the resale of all of the Registrable Securities (athe Initial Registration Statement). In the event that Form F-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2.4. The Initial Registration Statement prepared pursuant hereto shall register for resale all of the Registrable Securities issuable as of the date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) As the Selling Stockholders and Plan of Distribution sections in substantially the form attached hereto as Exhibit A. The Company shall use reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Filing Targeted Effectiveness Date. By 9:30 a.m. on the Business Day immediately following the Effective Date, the Company shall prepare and file with the Commission SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. The Company shall keep such Initial Registration Statement continuously effective pursuant to Rule 415 at all times until the second anniversary of this Agreement (the Initial Registration Period). If after the expiry of the Initial Registration Period, there are one or more Investors that individually (together with such Investors affiliates and any other person with whom they may be deemed to be a group within the meaning of Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, as calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9% of the then issued and outstanding shares of the Company and the Company has withdrawn any Registration Statement filed within the Initial Registration Period or any such Registration Statement otherwise ceases to be effective, then such Investors will have a demand registration right to cause the Company to file a further Registration Statement covering the resale registration of such Registrable Securities then owned by such Investors (the Additional Registration Statement). The Company will file such Additional Registration Statement within twenty (20) days of written receipt of a request from an Investor further to this demand registration right and will maintain the effectiveness of such Additional Registration Statement until the earlier of (i) the date as on which the Investors may sell all of the Registrable Shares for an offering to be made on a continuous basis Securities covered by such Registration Statement without limitation or restriction pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 144 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(eor any successor thereto) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Registration Statement to be declared effective promulgated under the Securities Act without the requirement for the Company to be in compliance with the current public information requirements under Rule 144 or any volume limitations or manner of sale requirements, (unless it becomes effective automatically upon filingii) the date on which no Investor (together with such Investors affiliates and any other person with whom they may be deemed to be a group within the meaning of Rule 13d-5 under the US Securities Exchange Act) is the beneficial owner, as promptly as possible after calculated in accordance with Rule 13d-1 of the filing thereof (but such effectiveness date shall not be later Exchange Act, of more than 9.9% of the Effectiveness Date)issued and outstanding shares of the Company, and shall use its best efforts to keep such Registration Statement continuously effective under (iii) the Securities Act (including one year anniversary of the filing date of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Additional Registration Statement (the “Effective Date”Additional Registration Period). If after expiry of the Additional Registration Period, unless there remain one or more Investors that individually (together with such Investors affiliates and any other person with whom they may be deemed to be a group within the meaning of Rule 13d-5 under the US Securities Exchange Act) are the beneficial owner, as calculated in accordance with Rule 13d-1 of the Exchange Act, of more than 9.9% of the issued and outstanding shares of the Company and the Company has withdrawn any Additional Registration Statement becomes automatically effective upon filing, in which case filed within the “Effective Date” shall be the date on which the Additional Registration Period or any such Registration Statement was filed. The otherwise ceases to be effective, such Investor or Investors will have one additional demand registration right to cause the Company shall, by 6:30 am Pacific Time to file a further Additional Registration Statement for a further Additional Registration Period on the Trading Day immediately after equivalent terms for the Effective Date, file a Rule 424(b) prospectus with the Commissioninitial demand registration right described above in this paragraph.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and prepare, and, on or prior to thirty (30) days after the date of issuance of any Debentures, file with the Commission SEC a Registration Statement or Registration Statements (as is necessary) on Form F-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering exclusively the resale of all of the Registrable Shares for an offering Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures (i) to be made on a continuous basis pursuant to Rule 415. The prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Debentures in accordance with the terms thereof Such Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to initially register for resale at least 1,100,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Shares on Form S-3, in which case Securities is declared effective by the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)SEC. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best reasonable efforts to cause have the Registration Statement to be declared effective under by the Securities Act SEC within ninety (unless it becomes effective automatically upon filing90) as promptly as possible days after the filing thereof (but such effectiveness date shall not be later than issuance of the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding Debentures (the “Effectiveness Period”"Registration Deadline"). The Company shall telephonically request effectiveness permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. In the event that the Registration Statement is not declared effective by the SEC by the Registration Deadline then the Applicable Discount to be used in determining the Conversion Price (as defined in the Debenture) shall be increased by (i) an additional 3% if the Registration 3 Statement is not declared effective by the SEC within thirty (30) days following the Registration Deadline (to 72%), or (ii) an additional 6% if the Registration Statement is not declared effective by the SEC within ninety (90) days of the Registration Statement Deadline (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Dayto 69%), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. The Company shall file with the United States Securities and Exchange Commission (a"SEC"), on the date which is on or before the thirtieth (30th) As soon calendar day after the Closing Date (the "FILING DEADLINE") a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as practicableis then available to effect a registration of the Registrable Securities) covering the resale of all the BAM Shares (the "REGISTRATION STATEMENT"). The Registration Statement (and each amendment or supplement thereto, but and each request for acceleration of effectiveness thereof) shall be provided to the Shareholders and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason the staff of the SEC determines that all or any portion of the Registrable Securities cannot be included in no event later than a Registration Statement (an "SEC DETERMINATION")) and such Registration Statement declared effective by the Filing DateSEC does not include all of the Registrable Securities (any such shares that are not included being the "UNCOVERED SHARES"), the Company shall prepare and file with the Commission a SEC, as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (Such date referred to herein as the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the "UNCOVERED SHARES AMENDMENT") to such Registration Statement covering the resale of all effecting a registration of the Registrable Uncovered Shares for an offering to be made on or (b) a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 registration statement which registers the Uncovered Shares (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below"UNCOVERED SHARES REGISTRATION STATEMENT"). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement required hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish be provided to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing DateShareholders and their counsel at least concurrently with its filing or other submission. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best efforts to cause the each Registration Statement and each Uncovered Shares Amendment or Uncovered Shares Registration Statement required to be declared filed pursuant to this Section 2 to become effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly soon as possible practicable, after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.thereof

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and file with the Commission SEC, no later than thirty (30) days following the initial Closing Date under the Securities Purchase Agreement, either a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register registering for resale by the Registrable Shares Investor a sufficient number of shares of Common Stock for the Initial Investors (or such lesser number as may be required by the SEC, but in no event less than the number of shares into which the Debentures would be convertible and the Warrants exercisable at the time of filing of the Form S-3, or an amendment to any pending Company Registration Statement on Form S-3, and such Registration Statement or amended Registration Statement shall state that, in accordance with Rule 416 and 457 under the Securities Act, it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures and the exercise of the Warrants resulting from adjustment in the Conversion Price, or to prevent dilution resulting from stock splits, or stock dividends), which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)declared effective no later than 90 days after the Closing Date. The Registration Statement required hereunder shall contain (except if otherwise directed by If at any time the Stockholders) number of shares of Common Stock into which the “Plan Debentures may be converted exceeds the aggregate number of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to shares of Common Stock then registered, the Company shall, within ten (10) business days after receipt of a completed questionnaire in the form attached to the Agreement as Annex B written notice from any Investor, either (an “Electing Holder Questionnaire”i) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in amend the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), filed by the Company shall use its best efforts pursuant to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date)preceding sentence, and shall use its best efforts to keep if such Registration Statement continuously has not been declared effective under by the Securities Act SEC at that time, to register all shares of Common Stock into which the Debentures may be converted, or (including the filing of any necessary amendments, post-effective amendments and supplementsii) until if such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes has been declared effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of by the Stockholders via facsimile or email of SEC at that time, file with the effectiveness of a SEC an additional Registration Statement on Form S-3 to register the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness shares of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on Common Stock into which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on Debentures may be converted that exceed the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionaggregate number of shares of Common Stock already registered.

Mandatory Registration. (a) As soon as practicable, but in no event later than On or prior to the Filing ---------------------- Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or any such portion of the Registrable Shares for an offering Securities issued at the Closing and any other Registrable Securities beneficially owned by the Investor as the Investor shall specify by written notice given to be made on a continuous basis pursuant to Rule 415the Company. The Registration Statement required hereunder shall be on Form S-3 pursuant to Rule 415 of the Securities Act or any successor rule providing for the offering of securities on a continuous basis (except if otherwise directed by the Investor in accordance herewith or if the Company is not then eligible to register for resale the Registrable Shares Securities on Form S-3S-3 pursuant to Rule 415, in which case the Registration Statement then such registration shall be on another appropriate any available form in accordance with Section 2(e) belowas determined by the Investor). The Registration Statement required hereunder Company shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”i) not less permit any securities other than five (5) Trading Days prior the Registrable Securities to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (thereof, but such effectiveness date shall not be later than in any event prior to the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (including A) the filing sale of all of the Registrable Securities included in such Registration Statement; or (B) such time as in the opinion of counsel to the Company (in form and substance reasonably satisfactory to the Investor) that all of the Registrable Securities included in such Registration Statement are eligible for resale pursuant to Rule 144(k) of the Securities Act (the "Effectiveness Period"); provided, however, that the Company shall not be deemed to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any necessary amendmentsaction that would result in the Investor not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of amendment to the Registration Statement (unless and the Commission has not declared it becomes effective automatically upon filing) as effective. If the Investor intends to distribute the Registrable Securities covered by the Registration Statement by means of 2:00 pm Pacific Time on a Trading Day. The Company an underwriting, the Investor shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionCompany.

Mandatory Registration. (ai) As The Company shall use its reasonable best efforts to file by the 30th day following the Closing or if the Company is required to file audited or pro forma financial statements with the SEC to reflect the Acquisition, not later than two (2) Business Days after the date of filing such financial statements with the SEC on or prior to the deadline for filing such financial statements (such date, the “Filing Deadline”), with the SEC, a registration statement on Form S-1 or such other SEC form which the Company is eligible to use with respect to the resale from time to time, whether underwritten or otherwise, of the Registrable Securities by the Holders. The Company shall use Form S-3, if it is then eligible to use Form S-3. The Company shall use its reasonable best efforts to promptly respond to all SEC comments, if any, related to such registration statement but in any event within two weeks of the receipt thereof, and shall use its reasonable best efforts to obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of the Holders’ Registrable Securities, including causing such registration statement to be declared effective by the SEC as soon as practicable, but in practicable after filing and no event later than the Filing DateEffectiveness Deadline. The Company shall use its reasonable best efforts to maintain the effectiveness of the registration effected pursuant to this Section 2.1(b) at all times. The registration contemplated by this Section 2.1(b) is referred to herein as the “Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and is usable for resale of Registrable Securities, the Holders shall be entitled to demand any number of takedowns (including underwritten takedowns, provided that (i) the Registrable Securities requested to be included in such underwritten takedown constitute at least 25% of the Registrable Securities then outstanding or (ii) the anticipated aggregate offering price based on the then-current market prices, net of underwriting discounts and commissions, would exceed $2,500,000 from the Shelf Registration. In connection with any such takedown, the Company shall prepare take all customary and file reasonable actions that the Company would take in connection with an underwritten registration pursuant to Section 2.1(a) or Section 2.3 (including, without limitation, all actions referred to in Section 2.5 necessary to effectuate such sale in the Commission manner determined by the Holders of at least a Registration Statement covering the resale of all majority of the Registrable Shares for an offering Securities to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, included in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowsuch underwritten takedown). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its reasonable best efforts to cause the Registration Statement registration statement or statements filed hereunder to be declared remain effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer (the “Shelf Termination Date”) that is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date that all Registrable Securities covered by such registration statement may be sold without volume or manner of sale restrictions under Rule 144 (after taking into account any Registrable Shares outstanding Holder’s status as an Affiliate of the Company) for purposes of Rule 144 and without the requirement for compliance by the Company with the current public information requirements under Rule 144(c)(1) or, if applicable, Rule 144(i)(2), as determined by counsel to the Company (the “Effectiveness Period”). In the event the Mandatory Registration must be effected on Form S-1 or any similar long-form registration as the Company may elect or is required to use, such registration shall nonetheless be filed as a Shelf Registration and the Company shall use all reasonable best efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the information therein, including the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. The Company shall telephonically not include in the Mandatory Registration any securities which are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities included in such registration. The Company shall request effectiveness of the a Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time 5:00 P.M. New York City time on a Trading Business Day. The Company shall promptly notify each of the Stockholders Holders via facsimile or email electronic mail in a “.pdf” format data file of the effectiveness of a Registration Statement on within one (1) Business Day of the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time 9:30 A.M. New York City time on the Trading first Business Day immediately after the Effective Date, file a Rule 424(b) prospectus final Prospectus with the Commission, as required by Rule 424(b).

Mandatory Registration. (a) As soon as practicable, but in no event later than In connection with the Filing DateMerger, the Company shall prepare and file with the Commission SEC a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Securities (it being understood that the S-4 Registration Statement required hereunder shall be on Form S-3 (except if being utilized in the Merger for the issuance of shares of Common Stock of the Company is not then eligible to register for in connection therewith may be utilized as such resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowto the extent permitted by the rules and regulations of the SEC). The Registration Statement required hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall contain be provided to (except if otherwise directed by and subject to the Stockholdersapproval of (which approval shall not be unreasonably withheld or denied)) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days Initial Shareholders and their counsel prior to the Filing Dateits filing or other submission. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best efforts to cause the such Registration Statement to be declared become effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be no later than the Effectiveness Date), Effective Time and shall use its best efforts to keep such Registration Statement continuously effective pursuant to Rule 415 for two (2) years from the Effective Time. Neither the Company nor any other Person shall, by way of amendment or otherwise, include any other securities for resale under the Securities Act (including the filing of any necessary amendments, post-Registration Statement which is effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”)pursuant to this Section 2.1. The Company shall telephonically request Shareholders may sell Registrable Securities without limitation during the initial six months after the effectiveness of the Registration Statement which period will be extended for an additional period of time equal to the aggregate of any periods that the Shareholders are unable to sell Registrable Securities during the "Initial Period" (unless it becomes as hereafter defined) due to the possession or imputed possession of material, non public information which would preclude trading in the Company's securities (as extended, but in no event more than seven months in aggregate except for such further extensions due to the occurrence of events set forth in the last sentence to this Section 2.1, the "Initial Period"). After the Initial Period, the Shareholders may sell, during any rolling 90-day period during the two year effective automatically upon filingperiod, an amount of Registrable Securities equal to not more than 10% of the Initial Amount. Sales of Registrable Securities hereunder will not be subject to any holdback limitations imposed on holders of Registrable Securities under Section 2.6(a) as of 2:00 pm Pacific Time on a Trading Daybelow. The Company shall promptly may notify each the Shareholders to suspend sales of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless Registrable Securities under the Registration Statement becomes automatically effective upon filingcovered by this Section 2.1 for a period of up to 60 days on any one occasion and no more than 90 days in any 365 day period if the Company's board of directors reasonably determines in its good faith judgment that, because of the existence of any proposal or plan by the Company or any of its subsidiaries to engage in which case any acquisition or financing activity (other than in the “Effective Date” shall ordinary course of business) or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company, it would be materially disadvantageous to the date Company for such sales to occur during such periods; provided, however, that the Initial Period and the two-year period will each be extended on which a day-for-day basis to the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionextent such suspensions fall within these respective time periods.

Mandatory Registration. (a) As No later than thirty (30) days after the later of (i) the Closing or (ii) the final closing pursuant to any Subsequent Sale under Section 2.4 of the Stock Purchase Agreement (the “Final Closing”), the Company will prepare and file with the SEC a registration statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement that is then available to effect a registration of all Registrable Shares) for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (the “Registration Statement”). The Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. The Company agrees to use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicablepracticable after filing, but in no event later than ninety (90) days after the Filing Date, the Final Closing. The Company shall prepare and file with be required to keep the Commission a Registration Statement covering effective until such date that is the resale earlier of (i) the date when all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder registered thereunder shall be on Form S-3 have been sold or (except if ii) such time as all the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any the Investors can be sold pursuant to Rule 144 within a given three-month period without volume limitation and without compliance with the registration requirements of the Placement Agents shall be included in Securities Act (such date is referred to herein as the “Mandatory Registration Statement if to do so would adversely affect any of the other StockholdersTermination Date”). Subject to Section 2(b)Thereafter, the Company shall use its best efforts be entitled to cause withdraw the Registration Statement and the Investors shall have no further right to be declared effective under offer or sell any of the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of pursuant to the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Dayany prospectus relating thereto), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. At any time holders of not less than 50% of the Registrable Securities (aon an as converted basis) As soon may request the registration of Registrable Securities under the Securities Act (a "Demand Registration"). Notwithstanding the foregoing, but subject to Sections 2(d), 2(f) and 2(g) below, the Investor shall be entitled to request no more than one Demand Registration. Upon the request to the Company of a Demand Registration, the Company shall prepare and file with the SEC the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. The Company shall use its reasonable best efforts to file the Registration Statement as promptly as practicable, but in no event later than ninety (90) days after the receipt of a Demand Registration if Form S-3 is available for the Registration Statement or one hundred twenty (120) days after receipt of a Demand Registration if Form S-3 is unavailable for such registration. The applicable deadline in clause (i) or (ii) is referred to herein as the "Filing DateDeadline". In the event that Form S-3 is unavailable for such a registration, the Company shall prepare and file with use such other form as is available for such a registration, subject to the Commission a Registration Statement covering the resale provisions of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below2(c). The Registration Statement required hereunder prepared pursuant hereto shall contain register for resale at least that number of shares of Common Stock equal to the aggregate number of Registrable Securities issued and outstanding or deemed issued and outstanding on an as converted basis as of the trading day immediately preceding the date the Registration Statement is initially filed with the SEC (except as if otherwise directed all of the Preferred Shares then issuable under the Stock Purchase Agreement were issued and outstanding on such date), subject to adjustment as provided in Section 2(d). The Registration Statement shall not include any provision or other language exempting the Registration Statement from Rule 416 under the Securities Act. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the StockholdersSEC as promptly as reasonably practicable, but in any event no later than the date that is two hundred ten (210) days after the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to receipt by the Company of a completed questionnaire Demand Registration (the "Effectiveness Deadline"). Upon receipt of a request for a Demand Registration, the Company shall promptly send written notice to each Investor that has not participated in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any Demand Registration request, advising them of the Placement Agents shall be Demand Registration and inviting them to have their Registrable Securities included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionStatement.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and file with the Commission SEC, no later than one hundred twenty (120) days after the Closing Date (the "Filing Date"), a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415Form X-0, XX-0 or on such other form as is available. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the such Registration Statement to be declared effective by the SEC within one hundred twenty (120) days of filing (the "Effectiveness Date"). If: (i) a Registration Statement is not filed on or prior to the Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act Act, within ten Trading Days of the date that the Company is notified (unless it becomes effective automatically upon filingorally or in writing, whichever is earlier) as promptly as possible after by the filing thereof (but such effectiveness date shall Commission that a Registration Statement will not be later than the “reviewed,” or not subject to further review, or (iii) prior to its Effectiveness Date), the Company fails to file a pre-effective amendment and shall use its best efforts otherwise respond in writing to keep comments made by the Commission in respect of such Registration Statement continuously effective under within 20 calendar days after the Securities Act (including receipt of comments by or notice from the filing of any necessary amendments, post-effective amendments and supplements) until Commission that such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of amendment is required in order for a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission to be declared effective, or (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission by its Effectiveness Date (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such ten Trading Day period is exceeded, or for purposes of clause (iii) the date which such 20 calendar day period, as applicable, is exceeded being referred to as “Effective Event Date”), unless then in addition to any other rights the Registration Statement becomes automatically effective upon filingHolders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in which case cash, as partial liquidated damages and not as a penalty, equal to one half percent (.5%) of the “Effective Date” shall be portion of the Purchase Price paid by such Holder at the Closing pursuant to this Agreement attributed to any Common Stock then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date on which payable, the Registration Statement was filedCompany will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The Company shall, by 6:30 am Pacific Time partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissioncure of an Event.

Mandatory Registration. (a) As soon as practicable, but in no event later than Within twenty (20) days after the Filing DateClosing, the Company shall will prepare and file with the Commission SEC a Registration Statement covering registration statement on Form S-1 for the resale purpose of registering under the Securities Act all of the Registrable Shares for an offering resale by, and for the account of, the Investors as selling stockholders thereunder (the "REGISTRATION STATEMENT"). The Registration Statement shall permit the Investors to be made offer and sell, on a delayed or continuous basis pursuant to Rule 415415 under the Securities Act, any or all of the Registrable Shares. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best reasonable efforts to cause the Registration Statement to be declared become effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly soon as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”)practicable. The Company shall telephonically request effectiveness be required to keep the Registration Statement effective until such date that is the earlier of (i) the date when all of the Registrable Shares registered thereunder shall have been sold under a Registration Statement or (ii) the second anniversary of the Closing, subject to extension as set forth below (such date is referred to herein as the "MANDATORY REGISTRATION TERMINATION DATE"); provided, however, that the Company shall be permitted to withdraw the Registrable Shares and re-register the Registration Statement on Form S-3 at such time as such form becomes available to the Company. Following the Mandatory Registration Termination Date, the Company shall be entitled to withdraw the Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Dayor any prospectus relating thereto). The Company shall promptly notify each In the event the right of the Stockholders via facsimile or email of selling Investors to use the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (and the “Effective Date”)prospectus relating thereto) is delayed or suspended pursuant to Sections 5(c) or 11 hereof, unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” Company shall be required to extend the date on which Mandatory Registration Termination Date beyond the Registration Statement was filed. The Company shall, second anniversary of the Closing by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionsame number of days as such delay or Suspension Period (as defined in Section 11 hereof).

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and agrees to file with the Commission a registration statement under the Securities Act (the Second Warrant Registration Statement”) covering the registration of Common Stock eligible for issuance upon the exercise of the Second Warrant (the “Second Warrant Shares”) within thirty (30) days after the MMA Registration Statement covering has been declared effective, to effect the resale registration of such Common Stock under the Securities Act. The Company shall use its commercially reasonable efforts to cause the Second Warrant Registration Statement to be declared effective within one hundred eighty (180) days thereafter and agrees to use its commercially reasonably efforts to keep the Second Warrant Registration Statement effective for a period until the earlier of (i) one year; (ii) the date on which all securities covered by the Second Warrant Registration Statement as amended from time to time, have been sold; or (iii) the date at which all the securities covered by the Second Warrant Registration Statement as amended from time to time, can be sold in any three-month period without registration in compliance with Rule 144 of the Registrable Shares Securities Act (the “Registration Period”). Notwithstanding the foregoing, for an offering to be made on not more than twenty-five (25) consecutive days or for a continuous basis pursuant to Rule 415. The total of not more than fifty (50) days in any twelve (12) month period, the Company may delay the disclosure of material non-public information concerning the Company, by suspending the use of any prospectus included in the Second Warrant Registration Statement required hereunder shall be on Form S-3 (except if containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder QuestionnaireAllowed Delay”); provided, that the Company shall promptly (a) not less than five notify MMA in writing of the existence of (5) Trading Days but in no event, without the prior written consent of MMA, shall the Company disclose to the Filing Date. No Registrable Shares held by MMA any of the Placement Agents facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, (b) advise MMA in writing to cease all sales under the Second Warrant Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable. The Company’s failure to comply with the foregoing shall be included deemed an Event of Default under this Agreement provided, however, that in the Registration Statement if event the Commission requires a reduction in the number of shares to do so would adversely affect any be registered, based primarily upon the limitations imposed by Rule 415 of the other Stockholders. Subject to Section 2(b)Securities Act, the Company shall use its best commercially reasonable efforts to cause register as many shares of Common Stock as is practicable and, in such event, no Event of Default shall be deemed to have occurred as a result of the Registration Statement to be declared effective under reduction in the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after number of shares registered. All expenses incurred in connection with the filing thereof (but such effectiveness date shall not be later than registration of the Effectiveness Date)Second Warrant Shares, including without limitation all registration and qualification fees, accounting fees, fees and disbursements of counsel for the Company, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments reasonable fees and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness expenses of a Registration Statement on single special counsel for the same Trading Day that Holder, up to a maximum of $25,000, will be borne by the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionCompany.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall will prepare and file with the Commission a Registration Statement covering on Form S-3 with the resale of SEC, registering all of the Registrable Securities for resale promptly following the closing of the purchase of the Preferred Shares for an offering and the Warrants (the "Closing Date") and in any event, not later than twenty five (25) days after the Closing Date. To the extent allowable under the Securities Act and the Rules promulgated thereunder, the Registration Statement shall include the Registrable Securities and such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants (i) to be made prevent dilution resulting from stock splits, stock dividends or similar transactions, or (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof or the conversion price of the Preferred Shares. The number of shares of Common Stock initially included in such Registration Statement shall include no less than 125% of the number of Registrable Securities that are issued on a continuous basis pursuant to Rule 415the Closing Date and issuable upon exercise of the Warrants as of the Closing Date. The Registration Statement required hereunder (and each amendment or supplement thereto) shall be on Form S-3 (except if provided to, and subject to the Company is not then eligible to register for resale reasonable approval of, the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)Initial Investors and their counsel. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the such Registration Statement to be declared effective under by the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise SEC as soon as practicable on after filing and in any event no later than sixty (60) days after the following Trading Day)Closing Date or, which shall be if the date requested for effectiveness of a Registration Statement (Company is notified by the “Effective Date”), unless SEC that the Registration Statement becomes automatically effective upon filingwill be reviewed, in which case one hundred twenty (120) days after the “Closing Date (either such date, as applicable, the "Required Effective Date” "). Such best efforts shall include, but not be limited to, promptly responding to all comments received from the date on which staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement was filedwill receive no action or no review from the SEC, the Company shall cause such Registration Statement to become effective within five (5) business days of such SEC notification. The Once declared effective by the SEC, the Company shall, by 6:30 am Pacific Time on shall cause such Registration Statement to remain effective throughout the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionRegistration Period.

Mandatory Registration. (a) As soon promptly as practicablepossible after the date hereof, but and in no any event later than prior to the date that is forty-five (45) days following the Closing Date (the “Mandatory Filing Date”), the Company shall prepare and file with the Commission SEC a Registration Statement covering on Form X-0, XX-0 or other appropriate form, for the resale purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an offering initial selling stockholder thereunder (the “Mandatory Registration Statement”). The Mandatory Registration Statement shall permit the Investors to be made offer and sell, on a delayed or continuous basis pursuant to Rule 415415 under the Securities Act, any or all of the Registrable Shares. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than the date that is one hundred twenty (120) days following the Closing Date (the “Mandatory Effective Date”) (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Datean “Acceleration Request”), and which request shall use its best efforts to keep request an effective date that is within three (3) Business Days of the date of such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”request). The Company shall telephonically request effectiveness notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading DaySEC. The Company shall promptly notify each be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Stockholders via facsimile or email Registrable Shares registered thereunder shall have been sold and (ii) the second (2nd) anniversary of the effectiveness later to occur of a Registration Statement on (a) the same Trading Day that the Company telephonically confirms effectiveness with the Commission Closing Date and (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be b) the date on which each Warrant has been exercised in full and after which by the terms of such Warrant there are no additional Warrant Shares as to which the Warrant may become exercisable; provided, that in either case such date shall be extended by the amount of time of any Suspension Period (as defined below). Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement was filed. The Company shalland, by 6:30 am Pacific Time on upon such withdrawal and notice to the Trading Day immediately after Investors, the Effective Date, file a Rule 424(b) Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Mandatory Registration Statement (or any prospectus with the Commissionrelating thereto).

Mandatory Registration. (a) As soon as practicable, but in no event later than Pursuant to the Filing Dateterms of this Section 2(a), the Company shall will prepare and file with the Commission a Registration Statement covering with the resale of SEC, registering all of the Registrable Shares Securities for an offering resale promptly within ninety (90) days of written demand of the of the holders of at least a majority of the Registrable Securities then outstanding (the "Mandatory Registration Statement"); provided, however, that the Company shall not be obligated to be made on a continuous basis file any Registration Statement pursuant to Rule 415this Section 2(a) until after the Commitment Expiration Date (as defined in the Purchase Agreement). To the extent allowable under the Securities Act and the Rules promulgated thereunder, the Registration Statement shall include the Registrable Securities of the Purchase Agreement (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, or (ii) by reason of changes in the exercise price of the Warrants or the Conversion Price of the Notes in accordance with the terms thereof. The Registration Statement required hereunder (and each amendment or supplement thereto) shall be on Form S-3 (except if provided to, and subject to the Company is not then eligible to register for resale reasonable approval of, the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)Purchaser and its counsel. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best commercially reasonable efforts to cause the such Registration Statement to be declared effective under by the Securities Act (unless SEC as soon as practicable after filing if the SEC does not review the Registration Statement. Additionally, if the SEC reviews the Registration Statement and requires the Company to make modifications thereto, then it becomes will use its commercially reasonable efforts to have the Registration Statement declared effective automatically upon filing) as promptly soon as possible practicable. In the event that after the Closing Date and before the Registration Statement is filed, the offices of the SEC are closed due to acts of God, war or terror, then the filing thereof (deadline will be extended by a number of days equal to the days of any such closure. Such commercially reasonable efforts shall include, but such effectiveness date shall not be later than limited to, promptly responding to all comments received from the Effectiveness Date)staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement will receive no action or no review from the SEC, and the Company shall use its best efforts to keep cause such Registration Statement continuously to become effective under within five (5) business days of such SEC notification. Once declared effective by the Securities Act (including SEC, the filing of any necessary amendments, post-Company shall cause such Registration Statement to remain effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (throughout the “Effectiveness Registration Period”). The Company shall telephonically request effectiveness of the only be obligated to cause one Registration Statement (unless it becomes to become effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Daypursuant to this Section 2(a), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. (a) As soon promptly as practicablepossible after the date hereof, but and in no any event later than prior to the date that is forty-five (45) days following the Closing Date (the “Mandatory Filing Date”), the Company shall prepare and file with the Commission SEC a Registration Statement covering on Form X-0, XX-0 or other appropriate form, for the resale purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an offering initial selling stockholder thereunder (the “Mandatory Registration Statement”). The Mandatory Registration Statement shall permit the Investors to be made offer and sell, on a delayed or continuous basis pursuant to Rule 415415 under the Securities Act, any or all of the Registrable Shares. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Mandatory Registration Statement to be declared effective as soon as possible but in no event later than the date that is one hundred twenty (120) days following the Closing Date (the “Mandatory Effective Date”) (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be “reviewed” or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Datean “Acceleration Request”), and which request shall use its best efforts to keep request an effective date that is within three (3) Business Days of the date of such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”request). The Company shall telephonically request effectiveness notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company’s submission of an Acceleration Request to the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading DaySEC. The Company shall promptly notify each be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Stockholders via facsimile or email Registrable Shares registered thereunder shall have been sold and (ii) the second (2nd) anniversary of the effectiveness later to occur of a Registration Statement on (a) the same Trading Day that the Company telephonically confirms effectiveness with the Commission Closing Date and (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be b) the date on which each Warrant has been exercised in full and after which by the terms of such Warrant there are no additional Warrant Shares as to which the Warrant may become exercisable; provided, that in either case such date shall be extended by the amount of time of any Suspension Period (as defined below). Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement was filed. The Company shalland, by 6:30 am Pacific Time on upon such withdrawal and notice to the Trading Day immediately after Investors, the Effective Date, file a Rule 424(b) Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Mandatory Registration Statement (or any prospectus with the Commissionrelating thereto).

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and file with the Commission SEC a Registration Statement or Registration Statements (as is necessary) on Form SB-2 on or prior to October 14, 2000 (the "THE FILING DEADLINE") (or, if such forms are unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), exclusively covering the resale of all of the Registrable Shares for an offering Securities and the Warrants issued to be made on a continuous basis X. X. Xxxxx Securities, Inc., pursuant to the Placement Agent Agreement, dated if even dated herewith, which Registration Statement(s) shall state that, in accordance with Rule 415416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Such Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to initially register for resale at least 12,164,704 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Shares on Form S-3, in which case Securities is declared effective by the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)SEC. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its reasonable best efforts to cause have the Registration Statement to be declared effective under by the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date)SEC by February 14, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”2001(the "REGISTRATION DEADLINE"). The Company shall telephonically request effectiveness permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. In the event that the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that is not filed by the Company telephonically confirms effectiveness with the Commission SEC by the Filing Deadline, then the Applicable Discount (if possible, otherwise as soon as practicable on defined in the following Trading Day), which Articles of Amendment) shall be reduced by (i) an additional 3% for each thirty (30) days from the date requested Filing Deadline for effectiveness of a which the Registration Statement (is not filed by the “Effective Date”), unless Company with the SEC. In the event that the Registration Statement becomes automatically is not declared effective upon filing, by the SEC by the applicable Registration Deadline then the Conversion Percentage to be used in which case determining the “Effective Date” Conversion Price (as defined in the Article of Amendment filed by the Company on or before the date hereof in connection herewith) shall be the date on which reduced by (i) an additional 3% if the Registration Statement was filed. The Company shallis not declared effective by the SEC within thirty (30) days following the Registration Deadline, and (ii) an additional 3% for every thirty (30) days thereafter that the Registration Statement is not declared effective by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionSEC.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and file with the Commission SEC, as soon as possible after the Closing Date but no later than thirty (30) days after the effective date of the registration of securities pursuant to that certain Registration Rights Agreement between the Company and Brivis Investments, Ltd. And Stranco Investments, Ltd. dated February 24, 2003 (the "Required Filing Date"), a Registration Statement covering registering for resale by the resale Investor a sufficient number of shares of Common Stock for the Investors to sell the Registrable Securities, but in no event less than the number of shares equal to the number of shares into which the Debentures and all interest thereon through the Maturity Date would be convertible at the time of filing of such Registration Statement and (y) the number of Warrant Shares which would be issuable on exercise of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415Warrant. The Registration Statement required hereunder shall be on Form S-3 (except if also cover the Company is not then eligible to register for resale shares of Common Stock issuable upon exercise of the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)Warrants being issued toVestcom LTD. The Registration Statement required hereunder shall contain (except if otherwise directed by state that, in accordance with Rule 416 and 457 under the Stockholders) the “Plan Securities Act, it also covers such indeterminate number of Distribution” attached hereto additional shares of Common Stock as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any may become issuable upon conversion of the Placement Agents shall be included in Debentures and the Registration Statement if to do so would adversely affect any exercise of the other StockholdersWarrants to prevent dilution resulting from stock splits or stock dividends. Subject to Section 2(b), the The Company shall will use its reasonable best efforts to cause the such Registration Statement to be declared effective under effective. In the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of event that the Registration Statement is is not effective (the "Required Effective Date") upon the earlier of (Y) five (5) days after oral or written notice by the SEC that it may be declared effective or (Z) ninety (90) days after the Required Filing Date (unless it becomes such failure to become effective automatically upon filing) as of 2:00 pm Pacific Time on is a Trading Day. The Company shall promptly notify each result of the Stockholders via facsimile or email actions of the effectiveness of a Registration Statement on the same Trading Day that Lender), the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall will be the date requested for effectiveness deemed to be in breach of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionthis Agreement.

Mandatory Registration. (a) As soon as practicable, but in no event later than the On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Shares Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Initial Registration Statement required filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder S-1 and shall contain (except if unless otherwise directed by Xxxxxx) substantially the Stockholders) form of the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire A and substantially in the form of the “Selling Stockholder” section attached hereto as ACTIVE/126986318.4 Xxxxx X; provided, however, that Holder shall not be required to the Agreement be named as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days underwriter” without Xxxxxx’s express prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholderswritten consent. Subject to Section 2(b)the terms of this Agreement, the Company shall use its best commercially reasonable efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date)thereof, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of the date that all Registrable Securities covered by such Registration Statement (including i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the filing of any necessary amendmentsrequirement for the Company to be in compliance with the current public information requirement under Rule 144, post-effective amendments as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and supplements) until such date when there are no longer any Registrable Shares outstanding acceptable to the Transfer Agent and the Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the a Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify each of the Stockholders Holder via facsimile or email by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day)Commission, which shall be the date requested for effectiveness of a such Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filedStatement. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, shall file a Rule 424(b) prospectus final Prospectus with the CommissionCommission as required by Rule 424 within the time period required by Rule 424.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and file with the Commission within sixty (60) days from the Initial Closing Date (the "Filing Deadline") a registration statement (the "Registration Statement Statement") on Form S-3, if the Company is eligible to use that form, otherwise on Form SB-2 or Form S-1, covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415Securities. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to initially register for resale the Registrable Shares on Form S-3lesser of the number of authorized, in which case unissued and unreserved shares of Common Stock or the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)sum of 150% of the Conversion Shares, calculated by assuming that the Initial Closing Date is the Conversion Date, plus 100% of the Warrant Shares. The Registration Statement required hereunder Company shall contain (except if otherwise directed by the Stockholders) the “Plan use its best efforts, including calling shareholders' meetings for such purpose, to ensure that it has sufficient shares of Distribution” attached hereto as Annex A. Each Stockholder agrees authorized, unissued and reserved Common Stock available to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any register all of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other StockholdersRegistrable Securities. Subject to Section 2(b), the The Company shall use its best efforts to cause have the Registration Statement to be registration statement declared effective under by the Securities Act Commission within one hundred and twenty (unless it becomes effective automatically upon filing120) days after the Closing Date (the "Registration Deadline") as promptly as possible after to the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date)number of Registrable Securities then authorized, unissued and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”)unreserved. The Company shall telephonically request effectiveness permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading DayCommission. The Company shall amend the registration statement to include additional Registrable Securities promptly notify each following authorization of additional shares of Common Stock pursuant to the Agreement, and shall keep the registration statement current and effective for a period of at least ninety (90) days after (x) all of the Stockholders via facsimile Debentures shall have been converted into Conversion Shares or email of paid and (y) the effectiveness of a Registration Statement on Agent's Warrant and the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which Agent's Warrant shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionhave been fully exercised or expired.

Mandatory Registration. Within thirty (a30) As soon as practicable, but in no event later than days following the Closing (the “Expected Filing Date”), the Company shall prepare and file a registration statement with the Commission a Registration Statement covering the resale of all of the Registrable Shares SEC providing for an offering to be made registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Transfer Restricted Securities then outstanding (the “Registration Statement”). For the purpose of clarity, the Company may file one Registration Statement to cover the Transfer Restricted Securities and the 299 Transfer Restricted Securities. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act by the SEC as soon as reasonably practicable, but in no event later than thirty (unless it becomes effective automatically upon filing30) as promptly as possible after days following the filing thereof of the Registration Statement, or one hundred and twenty (but 120) days in the event the Registration Statement is reviewed by the SEC (such effectiveness date shall not be later than date, the “Expected Effectiveness Date”), and . The Company shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act until the earlier of (including A) the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding all the Transfer Restricted Securities covered by such Registration Statement have been sold and (B) the date on which all of the shares of Common Stock purchased pursuant to this Agreement cease to be Transfer Restricted Securities hereunder (such period, the “Effectiveness Period”). The Company shall telephonically request effectiveness Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (unless it becomes effective automatically upon filing2) as Business Days of 2:00 pm Pacific Time on a Trading Day. The such date, the Company shall promptly notify each of provide the Stockholders via facsimile or email Holders with written notice of the effectiveness of a such Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionStatement.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and prepare, and, on or prior to thirty (30) days after the date of issuance of any Debentures, file with the Commission SEC a Registration Statement or Registration Statements (as is necessary) on Form S-3 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Buyer and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale of all of the Registrable Shares for an offering Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Debentures (i) to be made on a continuous basis pursuant to Rule 415. The prevent dilution resulting from stock splits, stock dividends or similar transactions and (ii) by reason of changes in the Conversion Price or Conversion Rate of the Debentures in accordance with the terms thereof Such Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to initially register for resale at least 5,000,000 shares of Common Stock, subject to adjustment as provided in Section 3(b), and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Shares on Form S-3, in which case Securities is declared effective by the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)SEC. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best reasonable efforts to cause have the Registration Statement to be declared effective under by the Securities Act SEC within ninety (unless it becomes effective automatically upon filing90) as promptly as possible days after the filing thereof (but such effectiveness date shall not be later than issuance of the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding Debentures (the “Effectiveness Period”"Registration Deadline"). The Company shall telephonically request effectiveness permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. In the event that the Registration Statement is not declared effective by the SEC by the Registration Deadline then the Applicable Discount to be used in determining the Conversion Price (as defined in the Debenture) shall be INCREASED by (i) an additional 3% if the Registration Statement is not declared effective by the SEC within thirty (30) days following the Registration Deadline, or (ii) an additional 6% if the Registration Statement is not declared effective by the SEC within ninety (90) days of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionDeadline.

Mandatory Registration. (ai) As The Company shall prepare and, as soon as practicable, but in no event later than the Filing DateDeadline, file with the SEC an initial Registration Statement on Form S-1 covering the resale of seven million (7,000,000) shares of the Registrable Securities (as adjusted for any stock split, stock dividend, recapitalization, exchange or similar event or otherwise), as specified by Investor; and (ii) upon such Registration Statement having been utilized for the disposition of eighty percent (80%) of the Registrable Securities initially covered thereby, the Company shall prepare and and, as soon as practicable, but in no event later than two (2) Business Days thereafter, file with the Commission a SEC an additional Registration Statement on Form S-1 covering the resale of all of an additional seven million (7,000,000) shares of the Registrable Securities (as adjusted for any stock split, stock dividend, recapitalization, exchange or similar event or otherwise), as specified by Investor and (iii) upon such additional Registration Statement having been utilized for the disposition of eighty percent (80%) of the Registrable Securities initially covered thereby, the Company shall prepare and, as soon as practicable, but in no event later than two (2) Business Days thereafter, file with the SEC a final Registration Statement on Form S-1 covering the resale of all of the remaining the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415Securities, as specified by Investor. The Such initial Registration Statement, and each other Registration Statement required hereunder shall to be on Form S-3 (except if filed pursuant to the Company is not then eligible to register for resale the Registrable Shares on Form S-3terms of this Agreement, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the StockholdersRequired Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Exhibit B. The Company shall use its best efforts to have such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in any event the Company shall cause the such initial Registration Statement and each other such Registration Statement to be declared effective under by the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be SEC no event later than the applicable Effectiveness Date), and shall use its best efforts to keep Deadline for such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionStatement.

Mandatory Registration. (a) As soon as practicable, but in no event later than On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers or sales of the Registrable Shares, for such other means of distribution of Registrable Shares as the Holders may specify. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowherewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the StockholdersHolders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder The Holders agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the applicable Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 5:00 pm Pacific Eastern Standard Time on a Trading Day. The Company shall promptly notify each of the Stockholders Holders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 9:30 am Pacific Eastern Standard Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. (ai) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and file with the Commission SEC not later than the Filing Date a Registration Statement or Registration Statements (as necessary) on Form S-3 covering the resale of all of the Registrable Securities, in an amount sufficient to cover the resale of the Shares for an offering to be made issuable upon conversion of the Notes and exercise of the Warrants, the Additional Warrants, and the Placement Warrants and payments of interest and installments of Mandatory Prepayments (as defined in the Notes) on a continuous basis pursuant to Rule 415the Notes. The Registration Statement required hereunder shall be on In the event that Form S-3 (except if the Company is not then eligible to register unavailable and/or inappropriate for resale such a registration of all the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b)Securities, the Company shall use such other form or forms as are available and appropriate for such a registration. Any Registration Statement prepared pursuant hereto shall register for resale at least 16,000,000 shares of Common Stock, which includes such number of shares as are in good faith estimated by the Company to be issuable due to the operation of the anti-dilution provisions of the Purchase Agreement, the Warrants, the Additional Warrants and the Placement Warrants. The Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof thereof, but in any event prior to the Effective Date; provided that, if (but 1) the Registration Statement is not filed by the Filing Date, (2) the Registration Statement is not declared effective by the Effective Date, (3) the Registration Statement required to be filed by the Company pursuant to this Section shall cease to be available for use by any holder of the Note which is named therein as a selling stockholder for any reason (including, without limitation, by reason of a stop order, a material misstatement or omission in such effectiveness date Registration Statement or the information contained in such Registration Statement having become outdated), or (4) the Company fails, refuses or is otherwise unable timely to issue, Shares upon conversion of the Notes or upon exercise of the Warrants in accordance with the terms of the Notes and the Warrants, or certificates therefor as required under the Transaction Documents, then the Company shall not pay to each Purchaser an amount equal to one percent (1%) per 30-day period of the purchase price paid for the Notes purchased by such Purchaser. Thereafter, for every 30 days that pass during which any of the events described in clauses (1), (2), (3) and (4) above occurs and is continuing (the "Blackout Period"), the Company shall pay to each Purchaser an additional amount equal to one percent (1%) of the purchase price paid for the Notes purchased by such Purchaser. Each such payment shall be later than due within five days of the Effectiveness Date)end of each calendar month of the Blackout Period until the termination of the Blackout Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Purchaser, and shall use its best efforts to keep not constitute the Purchaser's exclusive remedy for such Registration Statement continuously effective under the Securities Act events. The Blackout Period shall terminate upon (including x) the filing of any necessary amendments, post-effective amendments and supplementsthe Registration Statement in the case of clause (1) until such date when there are no longer any Registrable Shares outstanding above; (y) the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement in the case of clauses (unless it becomes effective automatically upon filing2) as and (3) above; and (z) delivery of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each such shares or certificates in the case of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission clause (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b4) prospectus with the Commissionabove.

Mandatory Registration. (a) As soon as practicable, but in no event No later than 15 days following the closing under the Common Stock Subscription Agreement (the “Filing DateDeadline”), the Company shall prepare and file a registration statement with the Commission providing for registration and resale from time to time, on a Registration Statement covering the resale continuous or delayed basis pursuant to Rule 415, of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder Securities then outstanding; such registration statement shall be on Form S-3 S-1 (except or any equivalent or successor form) under the Securities Act (or if the Company is not then eligible to register for resale the Registrable Shares use Form S-3 or any equivalent or successor form or forms, on Form S-3S-3 or any comparable or successor form, and, if the Company is a “well-known seasoned issuer” as of the filing date, an “automatic shelf registration statement” (as those terms are defined under Rule 405 promulgated under the Securities Act)); provided, however, that if the Company has filed the registration statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company may elect, in which case its sole discretion, to (i) file a post-effective amendment to the registration statement converting such registration statement on Form S-1 to a registration statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the registration statement on Form S-1 and file a registration statement on Form S-3 or any equivalent or successor form or forms (the registration statement on such form, as amended or supplemented, or any subsequent registration statement, the “Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowStatement”). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) by the Commission as promptly soon as possible reasonably practicable after the filing thereof (but such effectiveness date shall not be Filing Deadline and no later than 60 days following the filing of the Registration Statement (or, if earlier, five Business Days after being advised by the staff of the Commission that it will not review, or will not further review, the Registration Statement) (the “Effectiveness DateDeadline”). Subject to Section 2.03, and the Company shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the Securities Act from the time the Commission declares it effective until the earlier of the date on which (including A) all of the filing Registrable Securities covered by such Registration Statement have been sold and (B) all of any necessary amendmentsthe shares of Common Stock purchased pursuant to the Common Stock Subscription Agreement cease to be Registrable Securities hereunder (such period, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement (unless it becomes effective automatically upon filing) as effective, but in any event within one Business Day of 2:00 pm Pacific Time on a Trading Day. The such date, the Company shall promptly notify each of provide the Stockholders via facsimile or email Holders with written notice of the effectiveness of a such Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionStatement.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing DateProvided that a closing of a Private ----------------------- Offering has not previously occurred, the Company shall prepare and shall, on the date six (6) months from the initial Closing Date (the "MANDATORY REGISTRATION ---------------------- DATE"), file with the Commission a Registration Statement (the "MANDATORY ----- --------- REGISTRATION STATEMENT"), no later than forty-five (45) days from such ----------------------- Mandatory Registration Date (the "MANDATORY FILING DATE"), covering the --------------------- resale of all of the Registrable Shares Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Mandatory Registration Statement required hereunder shall be on Form S-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares Securities on Form S-1, Form SB-2 or Form S-3, in which case the Mandatory Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowherewith). The Mandatory Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” , attached hereto as Annex A. Each Stockholder agrees ANNEX A (which may be ------- modified to furnish respond to comments, if any, received by the Commission). The Company a completed questionnaire in shall cause the form attached Mandatory Registration Statement to become effective, no later than sixty (60) days after the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Mandatory Filing Date, (the "MANDATORY EFFECTIVENESS DATE") and remain effective as provided ------------------------------ herein. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best efforts to cause the Mandatory Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such the Mandatory Registration Statement continuously effective under the Securities Act until the earlier date (including i) when all Registrable Securities have been sold pursuant to the filing of any necessary amendmentsMandatory Registration Statement, post-and (ii) two (2) years from the effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Mandatory Registration Statement (unless it becomes effective automatically upon filingprovided all the Holders can sell all of their shares, without limitation, pursuant to Rule 144(k) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionSecurities Act.

Mandatory Registration. (a) As soon as practicableSubject to Section 4.7 of the Purchase Agreement, but in no event later upon the written request of the Holders of not less than the Filing Date5,000,000 Registrable Shares, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers or sales of the Registrable Shares, for such other means of distribution of Registrable Shares as the Holders may specify. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowherewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to If the Company a completed questionnaire in is not eligible to register for resale the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of on Form S-3, the Placement Agents Company shall not be included in the obligated to file more than three (3) Registration Statement if Statements pursuant to do so would adversely affect any of the other Stockholdersthis Section 2(a). Subject to Section 2(b), the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 5:00 pm Pacific Eastern Standard Time on a Trading Day. The Company shall promptly notify each of the Stockholders Holders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 9:30 am Pacific Eastern Standard Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall will prepare and file with the Commission a Registration Statement covering with the resale of SEC, registering all of the Registrable Shares Securities for an offering to be made on a continuous basis resale promptly following the closing of the purchase of the Common Stock (the "Closing Date"). To the extent allowable under the Securities Act and the Rules promulgated thereunder, the Registration Statement shall include the Registrable Securities and such indeterminate number of additional shares of Common Stock as may become issuable pursuant to Rule 415Section 5.3 of the Purchase Agreement and/or upon exercise of the Warrants (i) to prevent dilution resulting from stock splits, stock dividends or similar transactions, or (ii) by reason of changes in the exercise price of the Warrants in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall include no less than 125% of the number of Registrable Securities that are issued on the Closing Date and issuable upon exercise of the Warrants as of the Closing Date. The Registration Statement required hereunder (and each amendment or supplement thereto) shall be on Form S-3 (except if provided to, and subject to the Company is not then eligible to register for resale reasonable approval of, the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)Initial Investor and its counsel. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the such Registration Statement to be declared effective under by the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise SEC as soon as practicable on after filing and in any event no later than ninety (90) days after the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement Closing Date (the “"Required Effective Date”"). Such best efforts shall include, unless but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement becomes automatically will receive no action or no review from the SEC, the Company shall cause such Registration Statement to become effective upon filingwithin five (5) business days of such SEC notification. Once declared effective by the SEC, in which case the “Effective Date” Company shall be the date on which cause such Registration Statement to remain effective throughout the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionPeriod.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and file with the Commission SEC a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The or Registration Statement required hereunder shall be Statements (as is necessary) on Form S-3 (except or, if such form is unavailable for such a registration, on such other form as is available for such a registration, subject to the consent of each Purchaser and the provisions of Section 2(e), which consent will not be unreasonably withheld), covering the resale the Registrable Securities, or shall include such Registrable Securities in an open Registration Statement of the Company on or before November 17, 2000 (the "Filing Deadline"). The SB-2 Registration is not then eligible anticipated to occur on or about November 10, 2000, but in no instance shall it occur later than November 17, 2000 (Filing Deadline.) The Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Purchased Convertible Notes or the exercise of the Purchaser Warrants to prevent dilution resulting from stock splits, stock dividends, or similar transactions. Such Registration Statement shall initially register for resale at least 100% of the Purchaser Common Shares and the Purchaser Warrant Shares, subject to adjustment as provided in Section 3(b) hereof, and such registered shares of Common Stock shall be allocated among the Investors pro rata based on the total number of Registrable Securities issued or issuable as of each date that a Registration Statement, as amended, relating to the resale of the Registrable Shares on Form S-3, in which case Securities is declared effective by the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)SEC. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause have the Registration Statement to be declared effective under by the Securities Act SEC (unless it becomes effective automatically upon filingthe "Effective Date") as promptly as possible within sixty (60) days after the filing thereof (Filing Deadline, but cannot warrant or guarantee any such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing declaration of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”)effectiveness. The Company shall telephonically request effectiveness permit the registration statement to become effective within five (5) business days after receipt of a "no review" notice from the SEC. Such Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be kept current and effective for a period of twelve (12) months from the date requested for effectiveness of a Registration Statement (the “Effective Closing Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. Following Closing, the Company shall prepare and file with the SEC a registration statement on Form S-1, Form F-1 or such other form under the Securities Act as is then available to the Company (a) As including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments (and any additional registration statements filed in accordance herewith), all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Registration Statement”), providing for the resale from time to time by the Investors of any and all Registrable Securities, as soon as reasonably practicable, but in no event later than the Filing Date, date that is two weeks following the Company shall prepare and file with date on which the Commission a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be Company’s registration statement on Form S-3 S-1 (except File No. 333-216287) is declared effective by the SEC; provided, however, that if such date falls within two weeks prior to the date on which the Company is not required by Section 13 or 15(d) the Exchange Act to file its next periodic report, then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement such filing shall be made no later than the date that is two weeks following the date on another appropriate form in accordance with Section 2(e) belowwhich such periodic report is due (the “Filing Deadline”). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder Company agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under by the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise SEC as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon such filing, but in which case no event later than the “Effective Date” shall be earlier of (x) the 90th day following the date on which the Registration Statement was filedis initially filed with the SEC and (y) the fifth day following the date on which the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be reviewed or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Company shallshall promptly, by 6:30 am Pacific Time on and in any event within three (3) Business Days, notify the Trading Day immediately after Investors of the Effective Dateeffectiveness of the Registration Statement. The Company shall maintain the effectiveness of the Registration Statement for so long as there are any Registrable Securities outstanding, file a Rule 424(b) prospectus with the Commissionrespect to such Registrable Securities.

Mandatory Registration. (a) As soon Within five (5) days after the date the Company first becomes eligible to file a Registration Statement on Form S-3 (or any successor short form of registration statement) under the Securities Act (the “Eligibility Date”), the Company shall file with the SEC a registration statement for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, the Investors as selling stockholders thereunder (a “Registration Statement”). Such Registration Statement shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares, subject to the provision of the last sentence of this Section 3(a). The Company agrees to use reasonable efforts to cause such Registration Statement to become effective as promptly as practicable, but in no event later than the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than thirty-five (535) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible days after the filing thereof Eligibility Date (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep or ninety (90) days if such Registration Statement continuously effective under is reviewed by the Securities Act (including SEC, the filing later of any necessary amendmentswhich, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (as applicable, shall be the “Effectiveness PeriodDeadline”). The Company shall telephonically request In the event that, after the Eligibility Date and before such Registration Statement is declared effective, there is an act of God, war or terror that delays the Company’s ability to pursue effectiveness of the Registration Statement or that delays the SEC from being responsive to the Company’s efforts in such regard or from declaring the Registration Statement effective , the Effectiveness Deadline will be extended by a number of days equal to the days of any such act, plus ten (unless it becomes 10). Notwithstanding the foregoing, the Company may (i), in the manner reasonably determined by the Company, exclude Registrable Shares from the initial Registration Statement if required by the SEC in order for the Commission to declare such Registration Statement effective automatically upon filingor (ii) as of 2:00 pm Pacific Time on a Trading Day. The withdraw from registration or otherwise abandon the initial Registration Statement if the SEC determines that the Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of cannot utilize a Registration Statement on Form S-3 to register the same Trading Day Registrable Shares and the Company is not otherwise eligible to use a Registration Statement on Form S-3 for the registration of the Registrable Shares (the “Excluded Registrable Shares”); provided, however, that the Company telephonically confirms effectiveness shall use commercially reasonable efforts until the Mandatory Registration Termination Date to file and have declared effective one or more subsequent Registration Statements that include the Excluded Registrable Shares such time as it may do so in accordance with the Commission (if possible, otherwise Securities Act as soon as practicable on interpreted by the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionSEC.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing DateProvided that a closing of a Private ----------------------- Offering has not previously occurred, the Company shall prepare and shall, on the date six (6) months from the Prior Closing Date (the "MANDATORY REGISTRATION DATE"), --------------------------- file with the Commission a Registration Statement (the "MANDATORY --------- REGISTRATION STATEMENT"), no later than forty-five (45) days from such ----------------------- Mandatory Registration Date (the "MANDATORY FILING DATE"), covering the --------------------- resale of all of the Registrable Shares Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Mandatory Registration Statement required hereunder shall be on Form S-1, Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares Securities on Form S-1, Form SB-2 or Form S-3, in which case the Mandatory Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowherewith). The Mandatory Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” , attached hereto as Annex A. Each Stockholder agrees ANNEX A (which may be ------- modified to furnish respond to comments, if any, received by the Commission). The Company a completed questionnaire in shall cause the form attached Mandatory Registration Statement to become effective, no later than ninety (90) days after the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Mandatory Filing Date, (the "MANDATORY EFFECTIVENESS DATE") and remain effective as provided ------------------------------ herein. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best efforts to cause the Mandatory Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such the Mandatory Registration Statement continuously effective under the Securities Act until the earlier date (including i) when all Registrable Securities have been sold pursuant to the filing of any necessary amendmentsMandatory Registration Statement, post-and (ii) two (2) years from the effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Mandatory Registration Statement (unless it becomes effective automatically upon filingprovided all the Holders can sell all of their shares, without limitation, pursuant to Rule 144(k) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionSecurities Act.

Mandatory Registration. (a) As The Company shall prepare promptly and file with the SEC as soon as practicable, but in no event later than the sixtieth (60th) day following the date hereof (the "Filing Date"), the Company shall prepare and file with the Commission a Registration Statement covering on Form S-3 (or, if Form S-3 is not then available for use by the resale Company, on such form of Registration Statement as is then available for use by the Company to effect a registration of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415Securities) covering the resale of the Registrable Securities (the "Mandatory Registration Statement"). The Mandatory Registration Statement filed hereunder, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Rule 416), shall state that such Mandatory Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Mandatory Registration Statement required hereunder by this Section 1.2 (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be on Form S-3 provided to (except if and subject to the reasonable approval of) the Purchasers' legal counsel (such counsel being one law firm designated by Purchasers holding a majority of the Registrable Securities) prior to its filing or other submission. The Company shall cause the Mandatory Registration Statement required to be filed pursuant to this Section 1.2 to become effective as soon as practicable, but in no event later than 120 days following the date hereof (the "Effectiveness Date"). At the time of effectiveness, the Company is not then eligible to register for resale shall ensure that such Mandatory Registration Statement covers all of the Registrable Securities issuable pursuant to the Warrants. If (a) on or prior to the Filing Date, the Mandatory Registration Statement has not been filed with the SEC; or (b) on or prior to the Effectiveness Date, the Mandatory Registration Statement has not been declared effective by the SEC; or (c) after the Mandatory Registration Statement has been declared effective, such Mandatory Registration Statement ceases to be effective or usable at any time after the expiration of a Black Out Period in connection with resales of the Registrable Securities in accordance with and during the periods specified herein (each such event in clauses (a) through (c), a "Registration Default"), then the Company shall be liable to pay damages to the Holders of Registrable Securities as follows (the "Partial Damages"): (i) an aggregate of $1,250 per day for so long as the Registration Default continues during the 90-day period immediately following such Registration Default (the "First Default Period"); (ii) an aggregate of $2,500 per day for so long as the Registration Default continues during the period that is 91 to 120 days following such Registration Default; (iii) an aggregate of $3,750 per day for so long as the Registration Default continues during the period that is 121 to 150 days following such Registration Default; and (iv) an aggregate of $5,000 per day for so long as the Registration Default continues during the period that is 151 or more days following such Registration Default. The Partial Damages shall be paid to the Holders of Registrable Securities pro rata based upon the number of Warrant Shares held by each such Holder of Registrable Securities. The Partial Damages provided to the Holders of Registrable Securities herein shall not be deemed the exclusive remedies or damages of the Holders of Registrable Securities; provided, that any Holder of Registrable Securities covered by the Mandatory Registration Statement may, on Form S-3behalf of itself, irrevocably waive, by notifying the Company in writing on or before the thirtieth (30th) day of the First Default Period, the right to receive its pro rata portion of Partial Damages for such Registration Default which might otherwise be payable on and after the date of such written notice, in which case the Company shall thereafter be permanently relieved of its obligations to pay future Partial Damages to such Holder of Registrable Securities for such Registration Default and such Holder shall then be entitled to exercise any rights, remedies, powers and privileges of such Holder at law or in equity; provided, further, that the Company shall be automatically and permanently discharged of its obligations to pay Partial Damages for a Registration Default as of the date on which more than 90% of the unsold Registrable Securities (excluding those held by "affiliates" of the Company (as such term is defined under Rule 144 of the Securities Act)) covered by the Mandatory Registration Statement shall be on another appropriate form in accordance with Section 2(eare eligible for resale under Rule 144(k) below)of the Securities Act. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish Notwithstanding anything to the Company a completed questionnaire contrary set forth herein or elsewhere in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b)this Agreement, the Company shall use be permanently relieved of its best efforts obligations to cause pay Partial Damages to the extent a Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date)Default is caused, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendmentsor, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness if already pending, is extended, by reason of the Registration Statement (unless it becomes effective automatically upon filing) as SEC not being open for business because there shall have occurred, among other things, any attack on, outbreak or escalation of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each hostilities or acts of terrorism involving the Stockholders via facsimile United States, any declaration of war by the United States Congress or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionany other national or international calamity or emergency.

Mandatory Registration. In the event the GVI Registration Statement is declared effective and such Registration Statement does not cover the Registrable Securities, then on or prior to the date that is the later of (ax) As soon as practicable60 days following the closing of the Merger, but in no event later than and (y) 60 days following the Filing Datedate that the GVI Registration Statement is declared effective under the 1933 Act, the Company shall prepare and file with the Commission SEC a Registration Statement covering the resale of all of the Registrable Shares Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities 1933 Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date)thereof, and shall use its best commercially reasonable efforts to keep such the Registration Statement continuously effective under the 1933 Act until the date which is two (2) years after the date the Registration Statement was declared effective or such earlier date when all Registrable Securities Act covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect (including the "Effectiveness Period"); provided, however, that the Company may postpone the filing of the Registration Statement and suspend the effectiveness of any Registration Statement, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference) for a period not to exceed an aggregate of 90 days (a "Black Out Period") in the event that (1) an event or circumstance occurs and is continuing as a result of which the GVI Registration Statement, the Registration Statement covering the Registrable Securities, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith judgment of the Board of Directors of the Company, contain an untrue statement of a material fact or omit to state a material fact necessary amendmentsin order to make the statements therein, post-effective amendments in the light of the circumstances under which they were made, not misleading, and supplements(2) until such date when there are no longer the disclosure relates to a material business transaction which has not yet been publicly disclosed and the disclosure of which, in the good faith judgment of the Board of Directors of the Company, could reasonably be expected to have a material adverse effect on the business, operations or prospects of the Company; provided, further that the Effectiveness Period shall be extended by the number of days in any Registrable Shares outstanding (Black Out Period occurring during the “Effectiveness Period”). In the event of the occurrence of any Black Out Period, the Company will promptly notify the Holders of Registrable Securities thereof in writing. The Company shall telephonically request effectiveness of not effect more than one Black Out Period pursuant to the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, terms hereof in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionany consecutive 365 day period.

Mandatory Registration. (a) As soon as practicable, but in no event later than Within 10 business days after the Filing DateClosing, the Company shall will prepare and file with the Commission SEC a Registration Statement covering registration statement on Form S-3 for the resale purpose of registering under the Securities Act all of the Registrable Shares for an offering resale by, and for the account of, the Investors as selling stockholders there under (the "Registration Statement"). The Registration Statement shall permit the Investors to be made offer and sell, on a delayed or continuous basis pursuant to Rule 415415 under the Securities Act, any or all of the Registrable Shares. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best reasonable efforts to cause the Registration Statement to be declared become effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly soon as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”)practicable. The Company shall telephonically request effectiveness of be required to keep the Registration Statement effective until such date that is the earlier of (unless it becomes effective automatically upon filingi) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each the date when all of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission Registrable Shares registered there under shall have been sold, (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be ii) the date on which the Registrable Shares may be resold pursuant to an exemption under Rule 144(k) promulgated under the Securities Act, or (iii) the second anniversary of the Closing, subject to extension as set forth below (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement was filedand the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto). The In the event the right of the selling Investors to use the Registration Statement (and the prospectus relating thereto) is delayed or suspended pursuant to Sections 5(c) or 11 hereof, if the events described in subsection (a)(i) or (ii) have not yet occurred, the Company shall, shall be required to extend the Mandatory Registration Termination Date beyond the second anniversary of the Closing by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionsame number of days as such delay or Suspension Period (as defined in Section 11 hereof).

Mandatory Registration. (a) As soon as practicable, but in no event No later than fourteen (14) business days after the Closing (the "Filing Date"), the Company shall will prepare and file with the Commission SEC a Registration Statement covering registration statement on Form S-3 (or, if Form S-3 is not then available to the resale Company, on such form of registration statement that is then available to effect a registration of all Registrable Shares) for the purpose of registering under the Securities Act all of the Registrable Shares for an offering resale by, and for the account of, the Investors as selling stockholders thereunder (the "Registration Statement"). The Registration Statement shall permit the Investors to be made offer and sell, on a delayed or continuous basis pursuant to Rule 415415 under the Securities Act, any or all of the Registrable Shares. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the StockholdersInvestors) the “"Plan of Distribution” " attached hereto as Annex Exhibit A. Each Stockholder The Company agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best commercially reasonable efforts to cause the Registration Statement to be declared become effective under the Securities Act (unless it becomes effective automatically upon as soon as practicable after filing) as promptly as possible after the filing thereof (, but such effectiveness date shall not be in no event later than the Effectiveness Date), and shall use its best efforts to keep such earlier of the sixtieth (60th ) day following the Filing Date or the date which is within ten (10) business days of the date on which the SEC informs the Company that the SEC (i) will not review the Registration Statement continuously effective under or (ii) that the Securities Act (including Company may request acceleration of the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Daythe "Effectiveness Date"). The Company shall promptly notify each be required to keep the Registration Statement effective until such date that is the earliest of (i) the date when all of the Stockholders via facsimile or email Registrable Shares registered thereunder shall have been sold, (ii) such time as all the Registrable Shares held by the Investors can be sold pursuant to Rule 144 within a given three-month period without volume limitation and without compliance with the registration requirements of the effectiveness of a Securities Act or (iii) eighteen months from the Effectiveness Date (such date is referred to herein as the "Mandatory Registration Termination Date"). Thereafter, the Company shall be entitled to withdraw the Registration Statement on and the same Trading Day that Investors shall have no further right to offer or sell any of the Company telephonically confirms effectiveness with Registrable Shares pursuant to the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”or any prospectus relating thereto), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. (a) As soon as practicable, but in no event later than Pursuant to the Filing Dateterms of this Section 2(a), the Company shall will prepare and file with the Commission a Registration Statement covering with the resale of SEC, registering all of the Registrable Shares Securities for an offering resale promptly within ninety (90) days of written demand of the Purchaser. To the extent allowable under the Securities Act and the Rules promulgated thereunder, the Registration Statement shall include the Registrable Securities of the Purchase Agreement (i) to be made prevent dilution resulting from stock splits, stock dividends or similar transactions, or (ii) by reason of changes in the exercise price of the Warrants or the Conversion Price of the Notes in accordance with the terms thereof. The number of shares of Common Stock initially included in such Registration Statement shall include One Hundred Percent (100%) of the number of Registrable Securities that are issued on a continuous basis pursuant to Rule 415the Closing Date and issuable upon exercise of the Warrants as of the Closing Date. The Registration Statement required hereunder (and each amendment or supplement thereto) shall be on Form S-3 (except if provided to, and subject to the Company is not then eligible to register for resale reasonable approval of, the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)Purchaser and its counsel. The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the Company shall use its best efforts to cause the such Registration Statement to be declared effective under by the Securities Act (unless it becomes effective automatically upon filing) SEC as promptly soon as possible practicable after the Company meets all requirements to file a Form S-3 and as soon as practicable after filing thereof (but such effectiveness date shall not be and in any event no later than sixty (60) days after the Effectiveness Date)Company meets all requirements to file a Form S-3. Additionally, if the SEC reviews the Registration Statement and shall requires the Company to make modifications thereto, then it will use its best efforts to keep have the Registration Statement declared effective as soon as practicable. In the event that after the Closing Date and before the Registration Statement is filed, the offices of the SEC are closed due to acts of God, war or terror, then the filing deadline will be extended by a number of days equal to the days of any such closure. Such best efforts shall include, but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement will receive no action or no review from the SEC, the Company shall cause such Registration Statement continuously to become effective under within five (5) business days of such SEC notification. Once declared effective by the Securities Act (including SEC, the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of cause such Registration Statement to remain effective throughout the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionPeriod.

Mandatory Registration. (a) As soon as practicable, but in no event later than Following the Filing Dateclosing of the Asset Purchase, the Company shall prepare and prepare, and, on or prior to the Initial Registration Filing Deadline, file with the Commission a Registration Statement on Form S-1 (or, if Form S-1 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Buyer, which consent will not be unreasonably withheld) (the “Initial Registration Statement”) covering the resale of all or the maximum portion of the Registrable Shares for an offering Securities as permitted by SEC Guidance. The Company shall thereafter use its best efforts to be made on a continuous basis cause the Initial Registration Statement to become effective as soon as possible after such filing, but in any event no later than the Effectiveness Deadline, and shall keep the Initial Registration Statement current and effective pursuant to Rule 415415 at all times during the Effectiveness Period. The Initial Registration Statement (including any amendments or supplements thereto and Prospectuses contained therein) shall not, at the time of filing thereof, contain any untrue statement of a material fact or omit to state a material fact required hereunder to be stated therein, or necessary to make the statements therein not misleading. The Initial Registration Statement, to the extent allowable under the 1933 Act (including Rule 416 promulgated thereunder), shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the state that such Initial Registration Statement shall be on another appropriate form in accordance with Section 2(e) below). The Registration Statement required hereunder also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants, or upon conversion or otherwise pursuant to the Debentures, to prevent dilution resulting from stock splits, stock dividends or similar transactions and shall contain (except if unless otherwise directed by at least a three-fourths (3/4) majority in interest of the StockholdersBuyers) substantially the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish The number of shares of Common Stock initially included in such Initial Registration Statement shall be no less than one hundred and fifty percent (150%) of the aggregate number of Warrant Shares and Debenture Shares that are then issuable upon exercise or conversion of or otherwise pursuant to the Warrants and the Debentures, without regard to any limitation on the Buyer’s ability to exercise the Warrants or Debentures (collectively, the “Target Registration Amount”). Notwithstanding the foregoing, if the Company is advised by the Staff, in a completed questionnaire written comment letter or otherwise, that it is not eligible to conduct the offering of the Registrable Securities under Rule 415 because of the number of shares sought to be included in the form attached Initial Registration Statement (or any other Registration Statement required to be filed by the Agreement Company pursuant hereto) then, subject to any applicable Registration Failure Liquidated Damages (as Annex B defined herein), the Company may reduce (an “Electing Holder QuestionnaireSEC Share Reduction”) not the number of shares covered by the Initial Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415 (“Rule 415 Eligible”); provided however, that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, SEC Compliance and Disclosure Interpretations, No. 214.02 (Jan. 26, 2009). In the event the Company reduces unilaterally the number of shares covered by such Registration Statement to a number less than five the Initial Registration Minimum, the Company will be obligated to pay Registration Failure Liquidated Damages (5as defined below) Trading Days prior to the Filing DateBuyer. No In the event of an SEC Share Reduction, the number of Registrable Shares Securities registered shall be cut back pro rata (based upon the relative number of Warrants and Debentures held by each Buyer). In the event that, due to an SEC Share Reduction or otherwise, any Registration Statement filed hereunder shall (when combined with any previous Registration Statements that are current and effective) register a number of shares of Common Stock which is less than the Target Registration Amount (a “Target Registration Shortfall”) then the unregistered portion of the Placement Agents Target Registration Amount (the “Target Registration Shortfall Amount”) shall be included in the next Additional Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to (in accordance with Section 2(b), the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing3(b) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”below). The Company shall telephonically request effectiveness of the a Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 5:00 pm Pacific New York City Time on a Trading Business Day. The Company shall promptly immediately notify each of the Stockholders Buyer via facsimile or email by e-mail of the effectiveness of a Registration Statement on the same Trading Business Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day)Commission, which shall be the date requested for effectiveness of a such Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filedStatement. The Company shall, by 6:30 am Pacific Time as early as practicable on the Trading Business Day immediately after the Effective Dateeffective date of such Registration Statement, file a Rule 424(b) prospectus final Prospectus with the Commission, if required by Rule 424. The Company acknowledges that the number of shares initially included in each Registration Statement represents a good faith estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the Warrants and Debentures and shall be amended if not sufficient. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Buyer and its counsel prior to its filing or other submission.

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and will file with the Commission a Registration Statement covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 with the SEC registering the Registrable Securities and no other securities (except if other than (i) shares of Common Stock issuable upon exercise of warrants issued to Shoreline (as defined below) in connection with the Company is not then eligible transactions contemplated hereby and under the Securities Purchase Agreement or (ii) issued or issuable to register holders with registration rights pursuant to the previously granted stock purchase warrants as described in Section 3.3 of the Purchase Agreement) for resale within twenty (20) business days of the Registrable closing of the initial purchase of the Preferred Shares on Form S-3(the "CLOSING DATE"). To the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)include the Common Shares and the Warrant Shares and such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Preferred Shares and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Common Stock initially included in such Registration Statement required hereunder shall contain be no less than (except if otherwise directed by the Stockholdersa) the “Plan number of Distribution” attached hereto shares of Common Stock issuable upon exercise of the Warrants plus (b) two (2) times the number of Common Shares that would be issuable upon conversion of the Preferred Shares at the Market Price (as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire defined in the form attached to Certificate of Designation) on the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Closing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best efforts to cause the such Registration Statement to be declared effective under by the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise SEC as soon as practicable on after filing and in any event no later than the one hundred twentieth (120th)day following Trading Day), which shall be the date requested for effectiveness of a Registration Statement Closing Date (the “Effective Date”"REQUIRED EFFECTIVE DATE"). Such best efforts shall include, unless but not be limited to, promptly responding to all comments received from the staff of the SEC. Should the Company receive notification from the SEC that the Registration Statement becomes automatically will receive no action or no review from the SEC, the Company shall cause such Registration Statement to become effective upon filingwithin five (5) business days of such SEC notification. Once declared effective by the SEC, in which case the “Effective Date” Company shall be the date on which cause such Registration Statement to remain effective throughout the Registration Statement was filed. The Company shallPeriod, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionexcept as permitted pursuant to Section 3(a).

Mandatory Registration. (a) As soon as practicable, but in no event later than the Filing Date, the The Company shall prepare and file with on or before the Commission 30th day following the date hereof (the “Filing Date”) a registration statement (the “Registration Statement Statement”) covering the resale of all of the Registrable Shares for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Conversion Shares on Form S-3X-0, in which case X-0 or such other appropriate registration form of the Registration Statement Commission as shall be on another appropriate form permit the disposition of Conversion Shares in accordance with Section 2(e) below). The Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan intended method or methods of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing Date. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholdersdisposition specified herein. Subject to Section 2(b)the limitations imposed by the SEC in accordance with Rule 415, the Purchaser shall have the right to sell the Conversion Shares under the Registration Statement. The Company shall use its best efforts to cause the Registration Statement to be declared effective under by the Securities Act Commission on the earlier of (unless it becomes effective automatically upon filingi) as promptly as possible after 90 days of the filing thereof Closing Date, (but such effectiveness date shall not be later than ii) five days following the Effectiveness Date), and shall use its best efforts to keep such receipt of a “No Review” Letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement continuously eligible to be declared effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “‘Required Effectiveness Perioddate”). The Company shall telephonically request effectiveness pay all expenses of registration (other than underwriting fees and discounts, if any, in respect of Registrable Securities offered and sold under each registration statement by Purchaser). If the Registration Statement (unless it becomes is not declared effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The by the Commission by the Required Effectiveness Date, the Company shall promptly notify each (a) Redeem the Convertible Bridge Notes in Cash, or (b) pay to Purchaser, as liquidated damages and not as a penalty, an amount equal to 2% of the Stockholders via facsimile or email outstanding principal amount of the effectiveness of a Registration Statement on Convertible Bridge Notes, prorated, for each 30 day period after the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Required Effective Date”), unless Date the Registration Statement becomes automatically is not declared effective upon filingby the Commission, which amount will be increased to 3% of the outstanding principal amount of the Convertible Bridge Notes in which case the “Effective Date” shall be the date on which event that the Registration Statement was filedis not declared effective by the Commission within 120 days of the Required Effective Date. The Company shall, by 6:30 am Pacific Time Accrual of Liquidated damages for Registration Default will terminate on the Trading Day immediately after on the Effective Date, file a Rule 424(b) prospectus with 181st day following the CommissionClosing Date hereof.

Mandatory Registration. The Company shall, on the date six (a6) As soon as practicablemonths from the later of the (i) closing of the Securities Purchase Agreement or (ii) the SEC’s having declared the registration statement on Form SB-2 (File No. 333-140758) (or any amendment thereto) effective (the “Mandatory Registration Date”), but in no event later than the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (the “Mandatory Registration Statement”), no later than thirty (30) days from such Mandatory Registration Date (the “Mandatory Filing Date”), covering the resale of all of the Registrable Shares Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Mandatory Registration Statement required hereunder shall be on Form S-1, Form SB-2 or Form S-3 (as the Company may then qualify to use), except if the Company is not then eligible to register for resale the Registrable Shares Securities on Form S-1, Form SB-2 or Form S-3, in which case the Mandatory Registration Statement shall be on another appropriate form in accordance with Section 2(e) below)herewith. The Mandatory Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” , attached hereto as Annex A. Each Stockholder agrees A (which may be modified to furnish respond to comments, if any, received by the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing DateCommission). No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best efforts to cause the Mandatory Registration Statement to become effective, no later than one hundred twenty (120) days after the Mandatory Filing Date, (the “Mandatory Effectiveness Date”) and remain effective as provided herein. The Company shall use its best efforts to cause the Mandatory Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Date), and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”)Act. The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile not be obligated to take any action to effect any such registration, qualification or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.compliance pursuant to this Section 2:

Mandatory Registration. (a) As soon as practicable, but in no event later than On or prior to the Filing DateDeadline, the Company shall will prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Shares Securities for an offering to be made on a continuous basis pursuant to Rule 415415 or the equivalent thereof under Canadian securities laws. The Registration Statement required hereunder shall will be on either Form F-10 or Form F-3 or S-3 (except if the Company is not then eligible to register for resale the Registrable Shares Securities on Form S-3either such form, in which case the Registration Statement shall such registration will be on Form F-1 or S-1, and if for any reason the Company is not then eligible to register for resale the Registrable Securities on Form F-1 or S-1, then another appropriate form in accordance with Section 2(efor such purpose) below). The Registration Statement required hereunder shall and will contain (except if otherwise directed by required pursuant to written comments received from the StockholdersCommission upon a review of such Registration Statement) the a “Plan of Distribution” section, substantially in the form attached hereto as Annex A. Each Stockholder agrees to furnish to A, as the Company a completed questionnaire same may be amended in accordance with the form attached to provisions of this Agreement. As permitted under the Agreement as Annex B MJDS, any such Registration Statement that is filed on Form F-10 (an “Electing Holder QuestionnaireMJDS Registration Statement”) not less than five (5) Trading Days prior may refer to selling securityholders generically, in contemplation of the filing, following the effectiveness of such Registration Statement, of a prospectus supplement to the Filing Date. No Registrable Shares held by any prospectus included therein (the “MJDS Prospectus Supplement”), naming the selling Holders on the basis of the Placement Agents shall be included information provided in the Registration Statement if to do so would adversely affect any of the other StockholdersSelling Holder Questionnaire (as defined below). Subject to Section 2(b), the The Company shall will use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) and, in the case of an MJDS Registration Statement, the Company shall file the MJDS Prospectus Supplement, as promptly soon as possible after the filing thereof (but such effectiveness date shall not be but, in any event, no later than the Effectiveness Date)Deadline, and shall will use its reasonable best efforts to keep such the Registration Statement (or a Subsequent Shelf) continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any all Registrable Shares outstanding Securities covered by the Registration Statement cease to be Registrable Securities as determined by the counsel to the Company (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commission.

Mandatory Registration. (a) As soon as practicable, but in no event No later than the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Shares Securities for an offering to be made on a continuous basis pursuant to Rule 415415 (a “Shelf Registration Statement”). The Shelf Registration Statement required hereunder shall be on Form S-1 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares Securities on Form S-1 or Form S-3, in which case the Shelf Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowherewith). The Shelf Registration Statement required hereunder shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” , attached hereto as Annex A. Each Stockholder agrees to furnish to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior which may be modified to respond to comments, if any, received by the Filing DateCommission). No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective under one hundred twenty (120) days following the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but such effectiveness date shall not be later than the Effectiveness Closing Date), and . The Company shall use its best efforts to keep such the Shelf Registration Statement continuously effective under the Securities Act (including until the filing of any necessary amendments, post-effective amendments and supplements) until such earlier date when there are no longer any all Registrable Shares outstanding Securities (i) have been sold pursuant to the Shelf Registration Statement or an exemption from the registration requirements of the Securities Act and (ii) five (5) years from the Effective Date (the “Effectiveness Period”). The Company If the Shelf Registration Statement does not become effective within 180 days following the Closing Date or, once it becomes effective, such effectiveness is thereafter suspended at any time, the Effectiveness Period shall telephonically request effectiveness be increased by the number of days during which the Shelf Registration Statement is not effective. Other than Registrable Securities held by a Holder, no other securities of the Company may be included in the Shelf Registration Statement (unless it becomes effective automatically upon filing) as Statement, without the prior written consent of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness Holders of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness majority in interest of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the CommissionRegistrable Securities.

Mandatory Registration. (a) As The Company shall use its reasonable best efforts to file with the SEC as soon as practicablepracticable and in any event prior to June 30, 2012, a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities) covering the resale of the Warrant Shares, which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions (the Initial Registration Statement). The Registrable Securities included in the Initial Registration Statement shall be registered on behalf of the Lender Holders as set forth in Clause 9. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) has been or will be provided to the Lender Holders and their counsel at least two (2) Business Days prior to its filing or other submission. If for any reason (including, but not limited to, a determination by the staff of the SEC that all or any portion of the Registrable Securities cannot be included in no event later than the Filing DateInitial Registration Statement (an SEC Determination)) the Initial Registration Statement declared effective by the SEC does not include all of the Registrable Securities (any such shares that are not included being the Uncovered Shares), the Company shall prepare and file with the Commission a SEC, as soon as practicable, but in any event prior to the tenth (10th) Business Day after becoming aware of the existence of any Uncovered Shares (such date referred to herein as the Uncovered Share Filing Deadline), either (a) an amendment (the Uncovered Shares Amendment) to the Initial Registration Statement covering the resale of all effecting a registration of the Registrable Uncovered Shares for an offering to be made on or (b) a continuous basis pursuant to Rule 415. The registration statement which registers the Uncovered Shares (the Uncovered Shares Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Shares on Form S-3, in which case the Registration Statement shall be on another appropriate form in accordance with Section 2(e) belowStatement). The Uncovered Shares Amendment or the Uncovered Shares Registration Statement required hereunder (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall contain (except if otherwise directed by the Stockholders) the “Plan of Distribution” attached hereto as Annex A. Each Stockholder agrees to furnish be provided to the Company a completed questionnaire in the form attached to the Agreement as Annex B (an “Electing Holder Questionnaire”) not less than five (5) Trading Days prior to the Filing DateLender Holders and their counsel at least concurrently with its filing or other submission. No Registrable Shares held by any of the Placement Agents shall be included in the Registration Statement if to do so would adversely affect any of the other Stockholders. Subject to Section 2(b), the The Company shall use its reasonable best efforts to cause each of the Initial Registration Statement and the Uncovered Shares Amendment or the Uncovered Shares Registration Statement to be declared become effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly soon as possible practicable after the filing thereof and, provided that the Initial Registration Statement, the Uncovered Shares Amendment or the Uncovered Shares Registration Statement, as the case may be, is not reviewed by the staff of the SEC, in any event prior to the twentieth (but 20th) calendar day after the filing thereof; and provided further that if the Initial Registration Statement, the Uncovered Shares Amendment or the Uncovered Shares Registration Statement, as the case may be, is reviewed by the staff of the SEC, on such effectiveness date shall not be later than as reasonably practicable after the Effectiveness Date)staff of the SEC has informed the Company that the staff has no further comments on such Initial Registration Statement, and shall use its best efforts to keep such Uncovered Shares Amendment or Uncovered Shares Registration Statement continuously effective under and in any event prior to the Securities Act ninetieth (including 90th) calendar day after the filing of any necessary amendments, post-effective amendments and supplements) until such date when there are no longer any Registrable Shares outstanding (the “Effectiveness Period”). The Company shall telephonically request effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 2:00 pm Pacific Time on a Trading Day. The Company shall promptly notify each of the Stockholders via facsimile or email of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission (if possible, otherwise as soon as practicable on the following Trading Day), which shall be the date requested for effectiveness of a Registration Statement (the “Effective Date”), unless the Registration Statement becomes automatically effective upon filing, in which case the “Effective Date” shall be the date on which the Registration Statement was filed. The Company shall, by 6:30 am Pacific Time on the Trading Day immediately after the Effective Date, file a Rule 424(b) prospectus with the Commissionthereof.