Common use of Mandatory Registrations Clause in Contracts

Mandatory Registrations. The Company shall file with the United States Securities and Exchange Commission ("SEC"), on or prior to the date (the "INITIAL FILING DEADLINE") which is thirty (30) days after the Issue Date (as defined in the Notes) a Registration Statement on Form S-3 (the "INITIAL REGISTRATION STATEMENT") covering the resale of at least One Million Seven Hundred Eighty Nine Thousand Four Hundred Seventy-Three (1,789,473) Registrable Securities consisting of the Conversion Shares and the Initial 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 conversion of the Notes and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. To the extent that the Company is obligated to issue Prepayment Warrants (as defined in the Notes), prior to the date (a "PREPAYMENT FILING DEADLINE" and, together with the Initial Filing Deadline, a "FILING DEADLINE") specified in a Prepayment Notice (as defined in the Notes) for the applicable prepayment, the Company shall file with the SEC a Registration Statement on Form S-3 (a "PREPAYMENT REGISTRATION STATEMENT") covering the resale of one hundred twenty percent (120%) of the Warrant Shares initially issuable upon exercise of such Prepayment Warrants, 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 Prepayment Warrants to prevent dilution resulting from stock dividends, stock splits or similar transactions. The Registrable Securities included in the Initial Registration Statement or any Prepayment Registration Statement shall be allocated to the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement or any Prepayment Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and one counsel representing the Initial Investors prior to its filing or other submission. The Company is not aware of any facts or circumstances that would lead it to believe that its independent certified public accounting firm will not provide the consent required to be filed as an exhibit to the Initial Registration Statement.

Mandatory Registrations. (i) The Company shall file with the United States Securities and Exchange Commission ("SEC")prepare, on or prior to the date (the "INITIAL FILING DEADLINE") which is and, as soon as practicable but in no event later than thirty (30) days after the Issue earlier of (A) the Closing Date (as defined in the NotesSecurities Purchase Agreement) a Registration Statement on Form S-3 or (B) the "INITIAL REGISTRATION STATEMENT") covering the resale of at least One Million Seven Hundred Eighty Nine Thousand Four Hundred Seventy-Three (1,789,473) Registrable Securities consisting of the Conversion Shares and the Initial 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 conversion of the Notes and exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. To the extent that the Company is obligated to issue Prepayment Warrants Closing Deadline (as defined in the NotesSecurities Purchase Agreement) (the "Closing Filing Deadline"), prior to the date (a "PREPAYMENT FILING DEADLINE" and, together with the Initial Filing Deadline, a "FILING DEADLINE") specified in a Prepayment Notice (as defined in the Notes) for the applicable prepayment, the Company shall file with the SEC a Registration Statement or Registration Statements (as provided for below in this Section 2(a)(i)) on Form S-3 (a "PREPAYMENT REGISTRATION STATEMENT") covering the resale of one hundred twenty percent (120%) all of the Warrant Shares initially issuable upon exercise of such Prepayment Warrants, which Registration Statement, Registrable Securities (other than the Break-Up Shares) if a closing has occurred on or prior to the extent allowable under Closing Deadline or the Securities Act and Break-Up Shares if such closing has not occurred. In the Rules promulgated thereunderevent that Form S-3 is unavailable for such a registration, the Company shall state that use such other form as is available for such a registration, subject to the provisions of Section 2(d). The Registration Statement also covers such indeterminate number of additional referenced above shall register for resale (X) at least 8.3 million shares of Common Stock if a closing has occurred on or prior to the Closing Deadline or (Y) if Break-Up Shares are issued, the number of Break-Up Shares. The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as may become 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 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 Prepayment Warrants to prevent dilution resulting from stock dividends, stock splits or similar transactionsStandard Conversion Price in effect at the time of issuance (the "Post-Closing Securities"). The Registrable Securities included in To the Initial extent that a closing occurs during the Post-Closing Participation Period and the Registration Statement or any Prepayment filed with respect to the Closing Filing Deadline has already been declared effective by 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 and the "Make-Whole Filing Deadline" (defined below), the "Filing Deadlines"). In the event that Form S-3 is unavailable for such a registration, the Company shall be allocated to the Investors use such other form as set forth in Section 11(k) hereof. The Initial Registration Statement or any Prepayment Registration Statement (and each amendment or supplement theretois available for such a registration, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and one counsel representing the Initial Investors prior to its filing or other submissionprovisions of Section 2(d). The Company shall use its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable, on or before the date which is not aware of any facts or circumstances that would lead it to believe that its independent certified public accounting firm will not provide one hundred twenty (120) days after the consent required to be filed as an exhibit to Post-Closing Filing Deadline (the Initial Registration Statement"Post-Closing Security Effectiveness Deadline" and collectively with the Closing Effectiveness Deadline and the "Make-Whole Securities Effectiveness Deadline" (defined below), the "Effectiveness Deadlines").

Mandatory Registrations. (i) The Company shall prepare and use its best efforts to file with the United States Securities and Exchange Commission ("SEC"), SEC on or prior to the date (the "INITIAL FILING DEADLINEDATE") which is thirty ten (3010) days after the Issue Date (as defined in the Notes) Closing Date, 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 "INITIAL REGISTRATION STATEMENT") Registrable Securities, covering the resale of at least One Million Seven Hundred Eighty Nine Thousand Four Hundred Seventy-Three (1,789,473) the Registrable Securities consisting of the Conversion Shares and the Initial Warrant SharesSecurities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunderthereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable as Adjustment Shares pursuant to the Securities Purchase Agreement or upon conversion of the Notes and exercise of the Warrants Warrants, to prevent dilution resulting from by reason of (i) stock splits, stock dividends or similar transactions. To transactions or (ii) reductions in the Exercise Price of the Warrants in accordance with the terms thereof, and/or (iii) a decline in the Per Share Purchase Price to the extent that the Company is obligated to issue Prepayment Warrants (as defined in Closing Price of the Notes), Common Stock decreases after the Closing Date and on or prior to the date (a "PREPAYMENT FILING DEADLINE" and, together with the Initial Filing Deadline, a "FILING DEADLINE") specified in a Prepayment Notice (as defined in the Notes) for the applicable prepayment, the Company shall file with the SEC a Registration Statement on Form S-3 (a "PREPAYMENT REGISTRATION STATEMENT") covering the resale of one hundred twenty percent (120%) of the Warrant Shares initially issuable upon exercise of such Prepayment Warrants, 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 Prepayment Warrants to prevent dilution resulting from stock dividends, stock splits or similar transactionsAdjustment Date. The Registrable Securities included in the Initial Registration Statement or any Prepayment Registration Statement filed in accordance with this Section 2(a)(i) shall be allocated to the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement or any Prepayment Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors Investor and one its counsel representing the Initial Investors prior to its filing or other submission. The Company shall use its best efforts to cause the Registration Statement to be filed pursuant to this Section 2(a)(i) hereof to become effective as soon as practicable after the filing thereof. (ii) If after the initial filing of a Registration Statement covering all of the Registrable Securities as required by the first sentence of Section 2(a)(i) above, the SEC advises the Company (the "SEC DENIAL") that the SEC will not permit the registration of the resale of the Adjustment Shares or the Warrant Shares, or both, as the case may be, until the actual issuance of such shares, then, the Company may abandon its efforts to cause the shares identified in the SEC Denial to be included in the Registration Statement required by the first sentence of Section 2(i)(a) above upon advanced written notice (the "ABANDONMENT NOTICE") sent by the Company to the Investors and accompanied by the SEC Denial, if in writing. In addition, at any time Investors holding a majority in interest of the Registrable Securities may require that the Company abandon its efforts to cause Registrable Shares that have not been issued to be included in the Registration Statement required by the first sentence of Section 2(a)(i) above by sending to the Company an Abandonment Notice. (iii) If the Adjustment Shares are for any reason not included in the Registration Statement required by the first sentence of Section 2(a)(i) above, and if such shares are required to be issued as provided in the Securities Purchase Agreement, the Company shall prepare and use its best efforts to file with the SEC on or prior to the date (the "ADJUSTMENT SHARE FILING DATE") which is three (3) business days after the Adjustment Date, a Registration Statement on Form S-3 (or, if Form S-3 is not aware then available, on such form of Registration Statement as is then available) to effect a registration of the resale of the Adjustment Shares, if any, and any facts shares of capital stock issued or circumstances that would lead it issuable, from time to believe that time (with any adjustments), as a distribution on or in exchange for or otherwise with respect to any of the Adjustment Shares. The Registrable Securities included in the Registration Statement filed in accordance with this Section 2(a)(iii) shall be allocated to the Investors as set forth in Section 11(k) hereof. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investor and its independent certified public accounting firm will not provide counsel prior to its filing or other submission. The Company shall use its best efforts to cause the consent Registration Statement required to be filed pursuant to this Section 2(a)(iii) to become effective as an exhibit soon as practicable after the filing thereof. (iv) If the Warrant Shares are for any reason not included in the Registration Statement required by the first sentence of Section 2(a)(i) above, the Investors who hold a majority in interest of outstanding Warrant Shares, may request and the Company shall prepare and use its best efforts to file with the Initial SEC on or prior to a date (the "WARRANT SHARE FILING DATE") which is twenty (20) days after the date of such request (the "REQUEST DATE"), a Registration Statement.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 the resale of the outstanding Warrant Shares and any shares of capital stock issued or issuable from time to time (with any adjustments), as a distribution on or in exchange for or otherwise with respect to any of the

Mandatory Registrations. (i) The Company shall prepare and use its best efforts to file with the United States Securities and Exchange Commission ("SEC"), SEC on or prior to the date (the "INITIAL FILING DEADLINEDATE") which is thirty ten (3010) days after the Issue Date (as defined in the Notes) Closing Date, 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 "INITIAL REGISTRATION STATEMENT") Registrable Securities, covering the resale of at least One Million Seven Hundred Eighty Nine Thousand Four Hundred Seventy-Three (1,789,473) the Registrable Securities consisting of the Conversion Shares and the Initial Warrant SharesSecurities, which Registration Statement, to the extent allowable under the Securities Act and the Rules promulgated thereunderthereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable as Adjustment Shares pursuant to the Securities Purchase Agreement or upon conversion of the Notes and exercise of the Warrants Warrants, to prevent dilution resulting from by reason of (i) stock splits, stock dividends or similar transactions. To transactions or (ii) reductions in the Exercise Price of the Warrants in accordance with the terms thereof, and/or (iii) a decline in the Per Share Purchase Price to the extent that the Company is obligated to issue Prepayment Warrants (as defined in Closing Price of the Notes), Common Stock decreases after the Closing Date and on or prior to the date (a "PREPAYMENT FILING DEADLINE" and, together with the Initial Filing Deadline, a "FILING DEADLINE") specified in a Prepayment Notice (as defined in the Notes) for the applicable prepayment, the Company shall file with the SEC a Registration Statement on Form S-3 (a "PREPAYMENT REGISTRATION STATEMENT") covering the resale of one hundred twenty percent (120%) of the Warrant Shares initially issuable upon exercise of such Prepayment Warrants, 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 Prepayment Warrants to prevent dilution resulting from stock dividends, stock splits or similar transactionsAdjustment Date. The Registrable Securities included in the Initial Registration Statement or any Prepayment Registration Statement filed in accordance with this Section 2(a)(i) shall be allocated to the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement or any Prepayment Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors Investor and one its counsel representing the Initial Investors prior to its filing or other submission. The Company shall use its best efforts to cause the Registration Statement to be filed pursuant to this Section 2(a)(i) hereof to become effective as soon as practicable after the filing thereof. (ii) If after the initial filing of a Registration Statement covering all of the Registrable Securities as required by the first sentence of Section 2(a)(i) above, the SEC advises the Company (the "SEC DENIAL") that the SEC will not permit the registration of the resale of the Adjustment Shares or the Warrant Shares, or both, as the case may be, until the actual issuance of such shares, then, the Company may abandon its efforts to cause the shares identified in the SEC Denial to be included in the Registration Statement required by the first sentence of Section 2(i)(a) above upon advanced written notice (the "ABANDONMENT NOTICE" ) sent by the Company to the Investors and accompanied by the SEC Denial, if in writing. In addition, at any time Investors holding a majority in interest of the Registrable Securities may require that the Company abandon its efforts to cause Registrable Shares that have not been issued to be included in the Registration Statement required by the first sentence of Section 2(a)(i) above by sending to the Company an Abandonment Notice. (iii) If the Adjustment Shares are for any reason not included in the Registration Statement required by the first sentence of Section 2(a)(i) above, and if such shares are required to be issued as provided in the Securities Purchase Agreement, the Company shall prepare and use its best efforts to file with the SEC on or prior to the date (the "ADJUSTMENT SHARE FILING DATE") which is three (3) business days after the Adjustment Date, a Registration Statement on Form S-3 (or, if Form S-3 is not aware then available, on such form of Registration Statement as is then available) to effect a registration of the resale of the Adjustment Shares, if any, and any facts shares of capital stock issued or circumstances that would lead it issuable, from time to believe that time (with any adjustments), as a distribution on or in exchange for or otherwise with respect to any of the Adjustment Shares. The Registrable Securities included in the Registration Statement filed in accordance with this Section 2(a)(iii) shall be allocated to the Investors as set forth in Section 11(k) hereof. Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to the Initial Investor and its independent certified public accounting firm will not provide counsel prior to its filing or other submission. The Company shall use its best efforts to cause the consent Registration Statement required to be filed pursuant to this Section 2(a)(iii) to become effective as an exhibit soon as practicable after the filing thereof. (iv) If the Warrant Shares are for any reason not included in the Registration Statement required by the first sentence of Section 2(a)(i) above, the Investors who hold a majority in interest of outstanding Warrant Shares, may request and the Company shall prepare and use its best efforts to file with the Initial SEC on or prior to a date (the "WARRANT SHARE FILING DATE") which is twenty (20) days after the date of such request (the "REQUEST DATE"), a Registration Statement.Statement on Form S-3 (or, if Form S-3 is not then available, on such form of

Mandatory Registrations. The In the event all of the Registrable Securities of the Holders are not included in a Registration Statement under Section 1(a) or Section 1(b) hereof due to Commission Comments or underwriter cutbacks, the Company shall file with the United States Securities and Exchange Commission prepare, and, as soon as practicable but in no event later than sixty ("SEC"), on or prior to the date (the "INITIAL FILING DEADLINE") which is thirty (3060) days after the Issue Date (as defined in effectiveness the Notes) a Registration Statement on Form S-3 (from which the "INITIAL REGISTRATION STATEMENT") Registrable Securities were so excluded, file with the Commission an additional Registration Statement covering solely the resale of at least One Million Seven Hundred Eighty Nine Thousand Four Hundred Seventy-Three (1,789,473) all of the Registrable Securities consisting of the Conversion Shares and the Initial Warrant Shares, which Investor Registrable Securities not previously registered on such Registration Statement. Each additional Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which may be modified to respond to comments, if any, received by the extent allowable Commission). The Company shall cause any additional Registration Statement filed under this Section 1(c) to be declared effective under the Securities Act as promptly as possible after the filing thereof and the Rules promulgated thereunder, shall state that keep such Registration Statement also covers continuously effective under the Securities Act until the earlier of (i) one year after its Effective Date, (ii) such indeterminate number of additional shares of Common Stock time as may become issuable upon conversion all of the Notes and exercise Registrable Securities covered by such Registration Statement have been publicly sold by the Holders, or (iii) such time as all of the Warrants Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to prevent dilution resulting from stock splitsRule 144(k), stock dividends or similar transactions. To Rule 144 without regard to the extent volume limitations for sales as provided in that regulation, as determined by the counsel to the Company is obligated pursuant to issue Prepayment Warrants (as defined in the Notes)a written opinion letter to such effect, prior addressed and acceptable to the date Company's transfer agent and the affected Holder (a "PREPAYMENT FILING DEADLINE" and, together with Effectiveness Period”). By 5:00 p.m. (New York City time) on the Initial Filing Deadline, a "FILING DEADLINE") specified in a Prepayment Notice (as defined in business day immediately following the Notes) for the applicable prepaymentEffective Date of such additional Registration Statement, the Company shall file with the SEC a Registration Statement on Form S-3 (a "PREPAYMENT REGISTRATION STATEMENT") covering the resale of one hundred twenty percent (120%) of the Warrant Shares initially issuable upon exercise of such Prepayment Warrants, which Registration Statement, to the extent allowable Commission in accordance with Rule 424 under the Securities Act and the Rules promulgated thereunder, shall state that final Prospectus to be used in connection with sales pursuant to such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of the Prepayment Warrants to prevent dilution resulting from stock dividends, stock splits or similar transactions. The Registrable Securities included in the Initial Registration Statement or any Prepayment Registration Statement shall be allocated to the Investors as set forth in Section 11(k) hereof. The Initial Registration Statement or any Prepayment Registration Statement (and each amendment whether or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and subject to the review by) the Initial Investors and one counsel representing the Initial Investors prior to its not such filing or other submission. The Company is not aware of any facts or circumstances that would lead it to believe that its independent certified public accounting firm will not provide the consent technically required to be filed as an exhibit to the Initial Registration Statementunder such Rule).