Common use of Registration and Listing; Effective Registration Clause in Contracts

Registration and Listing; Effective Registration. Until such time as no Debentures or Warrants are outstanding, the Company will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares to be listed on the Nasdaq NMS no later than the registration of the Common Shares or the Warrant Shares under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares issuable upon conversion of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is current and such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no Debentures or Warrants are outstandingthe earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable Securities, the Company will cause the Common Stock issuable upon the exercise of the Warrants to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstandingthe earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable Securities, the Company shall continue the listing or trading and/or quoting of the Common Stock Registrable Securities on the Nasdaq NMS OTC Bulletin Board or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listedRegistrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Common Shares and the Warrant Shares Registrable Securities to be listed quoted on the Nasdaq NMS OTC Bulletin Board no later than the registration of the Common Shares or the Warrant Shares Registrable Securities under the Act, and at all times shall continue such listing(s) and/or quoting on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrantsother Transaction Documents, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all registration obligations of mean: (i) the Company pursuant to is in compliance with the Registration Rights Agreement and this Agreement have been satisfied, all Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by the Investors, an effective registration statement and such registration statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed for on an Approved Market and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets Registration Rights Agreement) then exists; and such trading has not been suspended for any reason, (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no Debentures or Warrants are outstandingthe earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable Securities, and unless decided otherwise by at least 80% of a shareholders assembly meeting, the Company will cause the Common Stock issuable upon the exercise of the Warrants to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstandingthe earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable Securities, the Company shall continue the listing or trading and/or quoting of the Common Stock Registrable Securities on the Nasdaq NMS OTC Bulletin Board or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listedRegistrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Common Shares and the Warrant Shares Registrable Securities to be listed quoted on the Nasdaq NMS OTC Bulletin Board no later than the registration of the Common Shares or the Warrant Shares Registrable Securities under the Act, and at all times shall continue such listing(s) and/or quoting on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrantsother Transaction Documents, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all registration obligations of mean: (i) the Company pursuant to is in compliance with the Registration Rights Agreement and this Agreement have been satisfied, all Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by the Investors, an effective registration statement and such registration statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed for on an Approved Market and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets Registration Rights Agreement) then exists; and such trading has not been suspended for any reason, (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no Debentures shares of Series B Preferred Stock, Common Shares, Warrants or Warrants Warrant Shares are outstandingsubject to resale restrictions (as to time, volume, manner or otherwise) under Rule 144 under the Company will Act, Cityscape shall cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all material respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as there are no Debentures shares of Series B Preferred Stock or Warrants are outstanding, the Company Cityscape shall continue the listing or trading of the Common Stock on the Nasdaq NMS Nasdaq, NYSE or one of the other Approved Markets AMEX and comply in all respects with the CompanyCityscape's reporting, filing and other obligations under the bylaws or rules of Nasdaq, NYSE or AMEX, as applicable, the Approved Market exchange on which the Common Stock is listedthen trading. The Company Cityscape shall cause undertake its best efforts to obtain the Common Shares stockholder approval referenced in Section 2.1(b) and 2.1(f) as may be required for the Warrant Shares to be listed on the Nasdaq NMS no later than the registration issuance of the Common Shares issued upon conversion of the Series B Preferred Stock or Warrant Shares issuable upon exercise of the Warrant Shares under the Act, and at all times shall continue such listing(s) on one of the Approved Marketsas promptly as practicable. As used herein and in the Registration Rights Agreement, the Debenture Certificate of Designations and the Warrants, Warrants the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all registration obligations of the Company Cityscape pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the resale of the Common Shares issuable upon conversion of the Debentures Series B Preferred Stock and the Warrant Shares issuable upon exercise of the Warrants is current complies in all material respects with the requirements of the Act and does not and will not contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and such Common Shares and Warrant Shares are listed for trading on one of Nasdaq, NYSE or AMEX, as applicable, the Approved Markets exchange on which the Common Stock is then trading, and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no Debentures Series C Preferred Stock or Warrants are outstanding, the Company will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures Series C Preferred Stock or Warrants are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS National Market or one of the other Approved Markets and shall comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Nasdaq National Market or such other Approved Market on which the Common Stock is listedlisted and the National Association of Securities Dealers ("NASD"). The Company shall cause the Common Shares and the Warrant Shares to be listed on the Nasdaq NMS National Market (or, if the Common Stock is listed on another of the Approved Markets, on such other Approved Market) no later than the registration of the Common Shares or the Warrant Shares under the Act, and at all times shall continue such listing(s) on one of the Approved MarketsMarkets on which the Common Stock is listed. As used herein and in the Registration Rights Agreement, the Debenture Articles of Amendment and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that (a) all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreementb) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, (c) the prospectus for each of the Common Shares issuable upon conversion of the Debentures Series C Preferred Stock and the Warrant Shares issuable upon exercise of the Warrants is current and current, (d) such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, (e) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and (f) no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time For so long as no Debentures or Warrants the Securities are outstanding, the Company will cause the Common Stock issuable upon the exercise of the Warrants, to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants Securities are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS Small Cap Market or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS Small Cap Market no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrantsother Transaction Documents, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all registration obligations of mean: (i) the Company pursuant to is in compliance with the Registration Rights Agreement and this Agreement have been satisfied, all Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by the Investors, an effective registration statement and such registration statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed for on an Approved Market and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets Registration Rights Agreement) then exists; and such trading has not been suspended for any reason, (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time For so long as no Debentures or the Preferred Shares and Warrants are outstanding, the Company will use its commercially reasonable best efforts to cause the Common Stock issuable upon the exercise or conversion thereof to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations; provided that foregoing shall not prevent the Company from entering into a tender offer or merger pursuant to which it ceases to become a public reporting company. Until such time as no Debentures or Preferred Shares and Warrants are outstanding, the Company shall use its commercially reasonable best efforts to continue the listing or trading of the Common Stock on the Nasdaq NMS National Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS National Market no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and herein, in the Registration Rights Agreement, the Debenture Certificate, and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of mean: (i) the Company pursuant to is in material compliance with the Registration Rights Agreement and this Agreement have been satisfied, all Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by the Investors, an effective registration statement and such registration statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed for on an Approved Market and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets and such trading has not been suspended for any reason, Registration Rights Agreement) then exists; (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, ; and (vii) no Interfering Event Purchaser is characterized as an underwriter in the registration statement referred to in clause (as defined in Section 2(bii) of the Registration Rights Agreement) existsabove.

Registration and Listing; Effective Registration. Until the earlier of such time as no Debentures Preferred Shares are outstanding and the Investors cease to own any Underlying Shares or Warrants are outstandingthe Mandatory Exchange Date (as defined in the Certificate) has occurred, the Company will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all material respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants Preferred Shares are outstandingoutstanding and the Investors cease to own any Underlying Shares, the Company shall continue the listing or and trading of the Common Stock on the Nasdaq NMS or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Underlying Shares to be listed on the Nasdaq NMS no later than the registration of the Common Shares or the Warrant Underlying Shares under the Act, and at all times shall continue such listing(s) listing on one of the Approved MarketsMarkets in accordance with the Company's obligations under the Registration Rights Agreement. As used herein and in the Registration Rights Agreement, the Debenture Agreement and the WarrantsCertificate, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all obligations under this Section 3.1 have been satisfied, all registration obligations of the Company pursuant to the Registration Rights Agreement and this Exchange Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Underlying Shares issuable upon conversion of the Debentures and the Warrant Preferred Shares issuable upon exercise of the Warrants is current and such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been suspended for any reasonreason (other than a general suspension of trading on the applicable Approved Market for a period of not more than two Trading Days), and none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time For so long as no the Debentures or and Warrants are outstanding, the Company will cause the Common Stock issuable upon the exercise or conversion thereof to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations; provided that foregoing shall not prevent the Company from entering into a tender offer or merger pursuant to which it ceases to become a public reporting company. Until such time as no Debentures or and Warrants are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS National Market or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS National Market no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of mean: (i) the Company pursuant to is in compliance with the Registration Rights Agreement and this Agreement have been satisfied, all Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by the Investors, an effective registration statement and such registration statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance (except as permitted in the Registration Rights Agreement); (iv) the securities are listed for on an Approved Market and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets Registration Rights Agreement) then exists; and such trading has not been suspended for any reason, (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no Debentures or Warrants are outstandingthe earlier of (i) five (5) years from the Exchange Date and (ii) the date on which the Purchaser neither holds any Registrable Securities nor has the right to acquire any Registrable Securities, the Company will cause the Common Stock to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstandingthe earlier of (i) five (5) years from the Exchange Date and (ii) the date on which the Purchaser neither holds any Registrable Securities nor has the right to acquire any Registrable Securities, the Company shall continue the listing or trading and/or quoting of the Common Stock Registrable Securities on the Nasdaq NMS NASDAQ National Market System or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listedRegistrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Common Shares and the Warrant Shares Registrable Securities to be listed quoted on the Nasdaq NMS NASDAQ National Market System or one of the other Approved Markets no later than the registration of the Common Shares or the Warrant Shares Registrable Securities under the Act, and at all times shall continue such listing(s) and/or quoting on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrantsother Transaction Documents, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that mean: (i) the Company has complied with its material obligations under all registration obligations the Transaction Documents in all material respects and has not made any material misrepresentations under any of the Transaction Documents or under any other agreements between the Company pursuant to and the Registration Rights Agreement Purchaser, except for those breaches or defaults which are capable of being cured and this Agreement have been satisfied, so cured within a reasonable time following notice of such breach or default (not to exceed 5 business days); (ii) the resale of all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by an effective registration statement in accordance with the Investors, terms of the Registration Rights Agreement and such registration statement is not subject to any suspension or stop orderorders; (iii) the resale of such Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance (including a prospectus supplement filed with the SEC in accordance with the terms of the Warrant following any Issuer Notice (as defined therein)); (iv) such Registrable Securities are listed, or approved for listing prior to issuance, on an Approved Market and are not subject to any trading suspension (nor shall trading generally have been suspended on such exchange or market), and the prospectus for Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Shares issuable upon conversion Stock on the Approved Market on which the Common Stock is then traded or listed; (v) the requisite number of shares of Common Stock shall have been duly authorized and reserved for issuance as required by the terms of the Debentures Transaction Documents; (vi) no Interfering Event (as described in the Registration Rights Agreement) then exists; and the Warrant Shares issuable upon exercise of the Warrants is current and such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, (vii) none of the Company or any direct or indirect subsidiary of the Company is subject to any Bankruptcy Event. For purposes hereof, "Bankruptcy Event" means any of the following events: (a) the Company or any subsidiary commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceedinglaw of any jurisdiction relating to the Company or any subsidiary thereof; (b) there is commenced against the Company or any subsidiary any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company or any subsidiary is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company or any subsidiary suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 days; (e) the Company or any subsidiary makes a general assignment for the benefit of creditors; (f) the Company or any subsidiary fails to pay, and no Interfering Event or states that it is unable to pay or is unable to pay, its debts generally as they become due; (as defined g) the Company or any subsidiary calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (h) the Company or any subsidiary, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in Section 2(b) any of the Registration Rights Agreement) existsforegoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

Registration and Listing; Effective Registration. Until such time as no Debentures or the Exchange Notes are not outstanding and the Warrants are outstandinghave expired, the Company will cause the Common Stock to continue at all times to be registered under Section 12(gSections 12(b) or (g) of the Exchange 1934 Act, will comply in all material respects with its reporting and filing obligations under the Exchange 1934 Act, and will not take any action or file any document (whether or not permitted by the Exchange 1934 Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or the Exchange Notes and Warrants are not outstanding, the Company shall continue the listing or trading of use its best efforts to cause the Common Stock to be listed or quoted on the Nasdaq NMS National Market System, Nasdaq Small Cap Market, New York Stock Exchange, American Stock Exchange, or one of OTC Bulletin Board (the other "Approved Markets Markets") and shall comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listedlisted or quoted. The Company shall use its best efforts to cause the Common Shares and the Warrant Shares to be listed or quoted on one of the Nasdaq NMS Approved Markets no later than the effectiveness of the registration of the Common Shares or the and Warrant Shares under the 1934 Act, and at all times shall use its best efforts to continue such listing(s) or quotation on one of the Approved Markets, for so long as the Exchange Notes or Warrants are outstanding. As used herein and in Notwithstanding the Registration Rights Agreementforegoing, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean Noteholders acknowledge that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares issuable upon conversion of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is current and such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (not as defined in Section 2(b) of the Registration Rights Agreementdate hereof in compliance with its reporting and filing obligations under the Exchange Act and that the Company shall not be in breach of this Agreement as a result of this noncompliance so long as the Company regains compliance with such obligations within ninety (90) existsdays after the date of Closing.

Registration and Listing; Effective Registration. Until such time as no Debentures or Warrants Notes are outstanding, the Company will cause the Common Stock to continue at all times to be registered under Section 12(gSections 12(b) or (g) of the Exchange Act, will comply in all material respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants Notes are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS NYSE or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares to be listed on the Nasdaq NMS NYSE or one of the other Approved Markets no later than the effectiveness of the registration of the Common Shares or the Warrant Shares under the Act, and at all times shall continue such listing(s) on one of the Approved Markets, for so long as any Notes are outstanding. As used herein and in the Registration Rights Agreement, the Debenture Agreement and the WarrantsNotes, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, satisfied in all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investorsmaterial respects, such registration is not subject to any suspension or stop orderorder (other than suspensions or stop orders limited to a Suspension Grace Period (as defined in the Registration Rights Agreement), which shall be excluded from this definition solely for purposes of determining the number of days by which the mandatory conversion of the Notes will be deferred), the prospectus for the Common Shares issuable upon conversion of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is current and such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.upon

Registration and Listing; Effective Registration. Until the earlier of such time as no Debentures Preferred Shares or Warrants are outstandingoutstanding and the Investors cease to own any Underlying Shares or Warrant Shares or the Mandatory Conversion Date (as defined in the Certificate (as extended) has occurred), the Company will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all material respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures Preferred Shares or Warrants are outstandingoutstanding and the Investors cease to own any Underlying Shares or Warrant Shares, the Company shall continue the listing or and trading of the Common Stock on the Nasdaq NMS or one of the other Approved Markets and comply in all material respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Underlying Shares and the Warrant Shares to be listed on the Nasdaq NMS no later than the registration of the Common Underlying Shares or the Warrant Shares Shares, respectively, under the Act, and at all times shall continue such listing(s) on one of the Approved MarketsMarkets in accordance with the Company's obligations under the Registration Rights Agreement. As used herein and in the Registration Rights Agreement, the Debenture Certificate, and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all obligations under this Section 3.1 have been satisfied, all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Underlying Shares issuable upon conversion of the Debentures Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants is current and such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been suspended for any reasonreason (other than a general suspension of trading on the applicable Approved Market for a period of not more than two Trading Days), and none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time For so long as no Debentures or Warrants the Securities are outstanding, the Company will cause the Common Stock issuable upon the exercise or conversion of the Securities to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants Securities are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS National Market System or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS National Market System no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of mean: (i) the Company pursuant to is in compliance with the Registration Rights Agreement and this Agreement have been satisfied, all Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by the Investors, an effective registration statement and such registration statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed for on an Approved Market and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets Registration Rights Agreement) then exists; and such trading has not been suspended for any reason, (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until the earlier of (i) such time as no Debentures or Warrants Securities are outstandingoutstanding and (ii) the third anniversary of the latest of (x) the Closing Date, (y) the Call Closing Date (if any), and (z) the Put Closing Date (if any), the Company will cause the Common Stock issuable upon the exercise or conversion of the Securities to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants Securities are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS American Stock Exchange or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS American Stock Exchange no later than the registration of the Common Shares or the Warrant Shares Stock under the Securities Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all registration obligations of mean: (i) the Company pursuant to is in compliance with the Registration Rights Agreement and this Agreement have been satisfied, all Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by an effective registration statement (the Investors, "Registration Statement") and such registration Registration Statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed for on an Approved Market and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets and such trading has not been suspended for any reason, Registration Rights Agreement) then exists; (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, ; and no Interfering Event (vii) the Purchaser is not identified as defined an "underwriter" in Section 2(b) of the Registration Rights Agreement) existsStatement.

Registration and Listing; Effective Registration. Until such time as no Debentures or Warrants Preferred Shares are outstanding, the Company TXB will cause the Common Stock Shares to continue at all times to be registered under Section 12(g12(b) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants Preferred Shares are outstanding, the Company shall TXB shall, continue the listing or trading of the Common Stock Shares on the Nasdaq NMS or one of the other Approved Markets Amex and comply in all respects with the CompanyTXB's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which Amex and any exchange or market where the Common Stock is listedShares are then traded. The Company TXB shall cause the Common Shares and the Warrant Underlying Shares to be listed on the Nasdaq NMS no later than Amex and such other markets on which the Common Shares are then trading prior to the earlier of (i) the registration of the Common Shares or the Warrant Underlying Shares under the Act, and at all times shall continue such listing(sAct or (ii) on one of 90 days after the Approved MarketsClosing hereunder. As used herein and in the Registration Rights Agreement, the Debenture Agreement and the WarrantsDesignation, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all registration obligations of the Company TXB pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares issuable upon conversion of the Debentures and the Warrant Preferred Shares issuable upon exercise of the Warrants is current and such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets Amex, and such other markets on which the Common Shares are then trading, and such trading has not been suspended for any reason, and none of the Company TXB or any direct or indirect subsidiary of the Company TXB is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no the second anniversary of the issuance of the Debentures or Warrants are outstandingand the Warrants, the Company will cause the Common Stock issuable upon the exercise of the Securities to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS NM or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS NM no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares Stock issuable upon conversion of the Debentures and the Warrant Shares issuable upon and/or exercise of the Warrants Securities is current and deliverable and such shares of Common Shares and Warrant Shares Stock are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no the second anniversary of the issuance of the Debentures or Warrants are outstandingand the Warrants, the Company will cause the Common Stock issuable upon the exercise of the Securities to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS SCM or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS SCM no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares Stock issuable upon conversion of the Debentures and the Warrant Shares issuable upon and/or exercise of the Warrants Securities is current and such shares of Common Shares and Warrant Shares Stock are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no Debentures or Warrants are outstandingthe earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Purchasers neither hold any Registrable Securities nor have the right to acquire any Registrable Securities, the Company will cause the Common Stock to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstandingthe earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Purchasers neither hold any Registrable Securities nor have the right to acquire any Registrable Securities, the Company shall continue the listing or trading and/or quoting of the Common Stock Registrable Securities on the Nasdaq NMS National Market System or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listedRegistrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Common Shares and the Warrant Shares Registrable Securities to be listed quoted on the Nasdaq NMS National Market System no later than the registration of the Common Shares or the Warrant Shares Registrable Securities under the Act, and at all times shall continue such listing(s) and/or quoting on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrantsother Transaction Documents, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of mean: (i) the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares issuable upon conversion of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is current and such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.complied with its material obligations

Registration and Listing; Effective Registration. Until such time For so long as no Debentures or Warrants the Securities are outstanding, the Company will cause the Common Stock issuable upon the exercise of the Options, Warrants or Option Warrants, to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants Securities are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS National Market System or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS National Market System no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrantsother Transaction Documents, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of mean: (i) the Company pursuant to is in compliance with the Registration Rights Agreement and this Agreement have been satisfied, all Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by the Investors, an effective registration statement and such registration statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed for on an Approved Market and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets Registration Rights Agreement) then exists; and such trading has not been suspended for any reason, (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no Debentures shares of Series A Preferred Stock or Warrants are outstandingsubject to resale restrictions (as to time, volume, manner or otherwise) under Rule 144 under the Company will Act, Cityscape shall cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all material respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as there are no Debentures shares of Series A Preferred Stock or Warrants are outstanding, the Company Cityscape shall continue the listing or trading of the Common Stock on the Nasdaq NMS or one of the other Approved Markets national securities exchange and comply in all respects with the CompanyCityscape's reporting, filing and other obligations under the bylaws or rules of the Approved Market Nasdaq or such other national securities exchange on which the Common Stock is listedthen trading. The Company Cityscape shall cause undertake its best efforts to obtain the Common Shares and stockholder approval referenced in Section 2.1(b) as may be required for the Warrant Shares to be listed on the Nasdaq NMS no later than the registration issuance of the Common Shares issued upon conversion of the Series A Preferred Stock or Warrant Shares issuable upon exercise of the Warrant Shares under the Act, and at all times shall continue such listing(s) on one of the Approved Marketsas promptly as practicable. As used herein and in the Registration Rights Agreement, the Debenture Certificate of Designations and the Warrants, Warrants the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all registration obligations of the Company Cityscape pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the resale of the 7 8 Common Shares issuable upon conversion of the Debentures Series A Preferred Stock and the Warrant Shares issuable upon exercise of the Warrants is current complies in all material respects with the requirements of the Act and does not and will not contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and such Common Shares and Warrant Shares are listed for trading on one of Nasdaq or such other national securities exchange on which the Approved Markets Common Stock is then trading, and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time For so long as no the Debentures or and Warrants are outstanding, the Company will cause the Common Stock issuable upon the exercise of the Securities to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS NYSE or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS NYSE no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares Stock issuable upon conversion of the Debentures and the Warrant Shares issuable upon and/or exercise of the Warrants Securities is current and deliverable and such shares of Common Shares and Warrant Shares Stock are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time For so long as no Debentures or Warrants the Securities are outstanding, the Company will cause the Common Stock issuable upon the exercise of the Securities to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants Securities are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS National Market System or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS National Market System no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of mean: (i) the Company pursuant to is in compliance with this Agreement, the Registration Rights Agreement Agreement, the Warrants and this Agreement have been satisfied, all the Debentures; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by the Investors, an effective registration statement and such registration statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed for on an Approved Market (as defined below) and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets Registration Rights Agreement) then exists; and such trading has not been suspended for any reason, (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no Debentures or Warrants are outstanding, the Company will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all material respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS or one of the other Approved Markets and shall comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Nasdaq NMS or such other Approved Market on which the Common Stock is listedlisted and the National Association of Securities Dealers ("NASD"). The Company shall cause the Common Shares and the Warrant Shares to be listed on the Nasdaq NMS (or, if the Common Stock is listed on another of the Approved Markets, on such other Approved Market) no later than the registration of the Common Shares or the Warrant Shares under the Act, and at all times shall continue such listing(s) on one of the Approved MarketsMarkets on which the Common Stock is listed. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that (a) all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreementb) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, (c) the prospectus for each of the Common Shares issuable upon conversion of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is current and current, (d) such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been bee suspended for any reason, (e) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and (f) no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time as no the second anniversary of the issuance of the Debentures or and the Warrants are outstanding(or, if applicable, the second anniversary of the issuance of Option Securities), the Company will cause the Common Stock issuable upon the exercise of the Securities and the Option Securities to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants (or, if applicable, the Option Securities) are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS SCM or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS SCM no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATIONRegistration" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares Stock issuable upon conversion of the Debentures and the Warrant Shares issuable upon and/or exercise of the Warrants Securities and the Option Securities is current and such shares of Common Shares and Warrant Shares Stock are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.Approved

Registration and Listing; Effective Registration. Until such time as no the second anniversary of the issuance of the Debentures or Warrants are outstandingand the Warrants, the Company will cause the Common Stock issuable upon the exercise of the Securities to continue at all times to be registered under Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstanding, the Company shall continue the listing or trading of the Common Stock on the Nasdaq NMS NM or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is listed. The Company shall cause the Common Shares and the Warrant Shares Stock to be listed on the Nasdaq NMS NM no later than the registration of the Common Shares or the Warrant Shares Stock under the Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATIONEffective Registration" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares Stock issuable upon conversion of the Debentures and the Warrant Shares issuable upon and/or exercise of the Warrants Securities is current and deliverable, the Purchaser is not identified as an "underwriter" in the registration statement effected pursuant to the Registration Rights Agreement, and such shares of Common Shares and Warrant Shares Stock are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.

Registration and Listing; Effective Registration. Until such time For so long as no Debentures or Warrants the Securities are outstanding, the Company will cause the Common Stock Shares issuable upon the exercise or conversion of the Securities to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants Securities are outstanding, the Company shall continue the listing or trading of the Common Stock Shares on the Nasdaq NMS American Stock Exchange or one of the other Approved Markets and on the TSX and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Approved Market on which the Common Stock is Shares are listed. The Company shall cause the Common Shares and the Warrant Shares to be listed on the Nasdaq NMS American Stock Exchange no later than the registration of the Common Shares or the Warrant Shares under the Securities Act, and at all times shall continue such listing(s) on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of mean: (i) the Company pursuant to is in compliance with the Registration Rights Agreement and this Agreement have been satisfied, all Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale is covered by an effective registration statement in the Investors, United States (the "Registration Statement") and such registration Registration Statement is not subject to any suspension or stop order, orders; (iii) the prospectus for the Common Shares issuable upon conversion resale of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is such securities may be effected pursuant to a current and such Common Shares and Warrant Shares deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed for on an Approved Market and are not subject to any trading on one of suspension; (v) no Interfering Event (as described in the Approved Markets and such trading has not been suspended for any reason, Registration Rights Agreement) then exists; (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding; and (vii) the Purchaser is not identified as an "underwriter" in the Registration Statement, and no Interfering Event (except that the Registration Statement stating that the Purchaser may be deemed to be an underwriter or words of similar effect shall not be deemed to identify the Purchaser as defined an underwriter for purposes of this subsection 3.1. Notwithstanding the foregoing, the fact that the SEC requires that the Purchaser be named as an underwriter in Section 2(b) the Registration Statement shall not be deemed to be a breach by or default of the Company of this Agreement, the Registration Rights Agreement) exists, the Debentures, the Warrants, or any other agreement or document contemplated hereby or thereby. Notwithstanding the foregoing, the Purchaser has the right to redeem at 100% of the principal amount of Debentures or the underlying Common Shares.

Registration and Listing; Effective Registration. Until such time as no Debentures or Warrants are outstandingthe earlier of ------------------------------------------------ (i) five years from the date of the Exchange Closing and (ii) the date on which the Purchaser neither holds any Registrable Securities nor has the right to acquire any Registrable Securities, the Company will cause the Common Stock New Shares, Debenture Shares and the Interest Shares issuable under the Debenture and the Additional Debentures, if and when such securities are issued, to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and filing obligations. Until such time as no Debentures or Warrants are outstandingthe earlier of (i) five years from the date of the Exchange Closing and (ii) the date on which the Purchaser neither holds any Registrable Securities nor has the right to acquire any Registrable Securities, the Company shall continue the listing or trading and/or quoting of the Common Stock Registrable Securities on the Nasdaq NMS National Market System or one of the other Approved Markets and comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the each Approved Market on which the Common Stock is listedRegistrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Common Shares and the Warrant Shares Registrable Securities to be listed quoted on the Nasdaq NMS National Market System no later than the registration of the Common Shares or the Warrant Shares Registrable Securities under the 1933 Act, and at all times shall continue such listing(s) and/or quoting on one of the Approved Markets. As used herein and in the Registration Rights Agreement, the Debenture and the Warrants, the term "EFFECTIVE REGISTRATION" shall mean that all registration obligations of the Company pursuant to the Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) have been registered for resale by the Investors, such registration is not subject to any suspension or stop order, the prospectus for the Common Shares issuable upon conversion of the Debentures and the Warrant Shares issuable upon exercise of the Warrants is current and such Common Shares and Warrant Shares are listed for trading on one of the Approved Markets and such trading has not been suspended for any reason, none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding, and no Interfering Event (as defined in Section 2(b) of the Registration Rights Agreement) exists.