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

Registration and Listing; Effective Registration. Until the 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 the 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 and/or quoting of the Registrable Securities on the 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 Registrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Registrable Securities to be quoted on the OTC Bulletin Board no later than the registration of the 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 other Transaction Documents, the term "Effective Registration" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.

Registration and Listing; Effective Registration. Until the 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 Securitiessuch time as no Debentures or Warrants 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 the 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 Securitiessuch time as no Debentures or Warrants are outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Shares and the Warrant Shares to be quoted listed on the OTC Bulletin Board Nasdaq NMS no later than the registration of the Registrable Securities Common Shares or the Warrant Shares 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 other Transaction DocumentsRegistration Rights Agreement, the Debenture and the Warrants, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: (i) mean that all registration obligations of the Company is in compliance with pursuant to the Transaction Documents; (ii) the resale of Registration Rights Agreement and this Agreement have been satisfied, all Registrable Securities (as defined in the Registration Rights Agreement) is covered have been registered for resale by an effective registration statement and the Investors, such registration statement is not subject to any suspension or stop orders; (iii) order, the resale prospectus for the Common Shares issuable upon conversion of such securities may be effected pursuant to a the Debentures and the Warrant Shares issuable upon exercise of the Warrants is current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities such Common Shares and Warrant Shares are listed for trading on an one of the Approved Market Markets and are such trading has not subject to been suspended for any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) 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 For so long as the earlier of (i) five (5) years from the Closing Date Debentures and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable SecuritiesWarrants are outstanding, the Company will cause the Common Stock issuable upon the exercise of the Warrants 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 the 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 Securitiessuch time as no Debentures or Warrants are outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Stock to be quoted listed on the OTC Bulletin Board NYSE no later than the registration of the Registrable Securities Common Stock 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 other Transaction DocumentsRegistration Rights Agreement, the Debenture and the Warrants, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: (i) mean that all registration obligations of the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in pursuant to the Registration Rights Agreement) is covered by an effective registration statement Agreement and this Agreement have been satisfied, such registration statement is not subject to any suspension or stop orders; (iii) order, the resale prospectus for the Common Stock issuable upon conversion and/or exercise of such securities may be effected pursuant to a the Securities is current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities and such shares of Common Stock are listed for trading on an one of the Approved Market Markets and are such trading has not subject to been suspended for any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) 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 the earlier of (i) five (5) years from the Closing Date such time as no Securities are outstanding and (ii) the date on which third anniversary of the Investors neither hold any Registrable Securities nor have latest of (x) the right to acquire any Registrable SecuritiesClosing 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 Warrants 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 the earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors neither hold any Registrable such time as no Securities nor have the right to acquire any Registrable Securitiesare outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Stock to be quoted listed on the OTC Bulletin Board American Stock Exchange no later than the registration of the Registrable Securities Common Stock under the Securities 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 other Transaction DocumentsRegistration Rights Agreement, the Debenture and the Warrants, the term "Effective Registration" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement (the "Registration Statement") and such registration statement Registration Statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (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.

Registration and Listing; Effective Registration. Until the 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 the 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 and/or quoting of the Registrable Securities on the 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 Registrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Registrable Securities to be quoted on the OTC Bulletin Board no later than the registration of the 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 other Transaction Documents, the term "Effective Registration" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.

Registration and Listing; Effective Registration. Until the earlier of (i) five (5) years from the Closing Date such time as no Preferred Shares or Warrants are outstanding and (ii) the date on which the Investors neither hold cease to own any Registrable Securities nor have Underlying Shares or Warrant Shares or the right to acquire any Registrable SecuritiesMandatory Conversion Date (as defined in the Certificate (as extended) has occurred), 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 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 the earlier of (i) five (5) years from the Closing Date such time as no Preferred Shares or Warrants are outstanding and (ii) the date on which the Investors neither hold cease to own any Registrable Securities nor have the right to acquire any Registrable SecuritiesUnderlying Shares or Warrant Shares, the Company shall continue the listing and/or quoting and trading of the Registrable Securities Common Stock on the OTC Bulletin Board 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Underlying Shares and the Warrant Shares to be quoted listed on the OTC Bulletin Board Nasdaq NMS no later than the registration of the Registrable Securities Underlying Shares or the Warrant Shares, respectively, under the Act, and at all times shall continue such listing(s) and/or quoting on one of the Approved MarketsMarkets in accordance with the Company's obligations under the Registration Rights Agreement. As used herein and in the other Transaction DocumentsRegistration Rights Agreement, the Certificate, and the Warrants, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: (i) mean that all obligations under this Section 3.1 have been satisfied, all registration obligations of the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in pursuant to the Registration Rights Agreement) is covered by an effective registration statement Agreement and this Agreement have been satisfied, such registration statement is not subject to any suspension or stop orders; (iii) order, the resale prospectus for the Underlying Shares issuable upon conversion of such securities may be effected pursuant to a the Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants is current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities such Common Shares are listed for trading on an one of the Approved Markets and such trading has not been suspended for any reason (other than a general suspension of trading on the applicable Approved Market for a period of not more than two Trading Days), and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.

Registration and Listing; Effective Registration. Until For so long as the earlier of (i) five (5) years from the Closing Date Debentures and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable SecuritiesWarrants are outstanding, the Company will cause the Common Stock issuable upon the exercise of the Warrants 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 the earlier of (i) five (5) years from the Closing Date such time as no Debentures and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable SecuritiesWarrants are outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board Nasdaq 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Stock to be quoted listed on the OTC Bulletin Board Nasdaq National Market no later than the registration of the Registrable Securities Common Stock 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 other Transaction DocumentsRegistration Rights Agreement, the Debenture and the Warrants, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstancecircumstance (except as permitted in the Registration Rights Agreement); (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.

Registration and Listing; Effective Registration. Until such time as no shares of Series B Preferred Stock, Common Shares, Warrants or Warrant Shares are subject to resale restrictions (as to time, volume, manner or otherwise) under Rule 144 under the 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 SecuritiesAct, the Company will Cityscape shall 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 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 the earlier such time as there are no shares 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 SecuritiesSeries B Preferred Stock or Warrants outstanding, the Company Cityscape shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board 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 Registrable Securities are listed and/or quoted, Common Stock is then trading. Cityscape shall undertake its best efforts to obtain the stockholder approval referenced in Section 2.1(b) and 2.1(f) as may be required for the case may be. The Company shall cause the Registrable Securities to be quoted on the OTC Bulletin Board no later than the registration issuance of the Registrable Securities under the Act, and at all times shall continue such listing(s) and/or quoting on one Common Shares issued upon conversion of the Approved MarketsSeries B Preferred Stock or Warrant Shares issuable upon exercise of the Warrant as promptly as practicable. As used herein and in the other Transaction DocumentsRegistration Rights Agreement, the Certificate of Designations and the Warrants the term "Effective Registration" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale mean that all registration obligations of Registrable Securities (as defined in Cityscape pursuant to the Registration Rights Agreement) is covered by an effective registration statement and Agreement have been satisfied, such registration statement is not subject to any suspension or stop orders; (iii) order, the prospectus for the resale of the Common Shares issuable upon conversion of the Series B Preferred Stock and the Warrant Shares issuable upon exercise of the Warrants 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 securities may be effected pursuant to a current Common Shares and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities Warrant Shares are listed for trading on an Approved Market Nasdaq, NYSE or AMEX, as applicable, the exchange on which the Common Stock is then trading, and are such trading has not subject to been suspended for any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceedingreason.

Registration and Listing; Effective Registration. Until For so long as the 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 Securitiesare outstanding, the Company will cause the Common Stock Shares issuable upon the exercise or conversion of the Warrants 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 the earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors neither hold any Registrable such time as no Securities nor have the right to acquire any Registrable Securitiesare outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Shares on the OTC Bulletin Board 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 Registrable Securities Common Shares are listed and/or quoted, as the case may belisted. The Company shall cause the Registrable Securities Common Shares to be quoted listed on the OTC Bulletin Board American Stock Exchange no later than the registration of the Registrable Securities Common Shares under the Securities 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 other Transaction DocumentsRegistration Rights Agreement, the Debenture and the Warrants, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement in the United States (the "Registration Statement") and such registration statement Registration Statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (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, 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 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 the Registration Statement shall not be deemed to be a breach by or default of the Company of this Agreement, the Registration Rights Agreement, 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 the earlier of ------------------------------------------------ (i) five (5) years from the date of the Exchange Closing Date and (ii) the date on which the Investors Purchaser neither hold holds any Registrable Securities nor have has the right to acquire any Registrable Securities, the Company will cause the Common Stock New Shares, Debenture Shares and the Interest Shares issuable upon under the exercise of Debenture and the Warrants 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 the earlier of (i) five (5) years from the date of the Exchange Closing Date and (ii) the date on which the Investors Purchaser neither hold holds any Registrable Securities nor have has the right to acquire any Registrable Securities, the Company shall continue the listing and/or quoting of the Registrable Securities on the OTC Bulletin Board 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 each Approved Market on which the Registrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Registrable Securities to be quoted on the OTC Bulletin Board Nasdaq National Market System no later than the registration of the 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 other Transaction Documents, the term "Effective Registration" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.

Registration and Listing; Effective Registration. Until the earlier second anniversary of the issuance of the Debentures and the Warrants (i) five (5) years from or, if applicable, the Closing Date and (ii) second anniversary of the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable issuance of Option Securities), the Company will cause the Common Stock issuable upon the exercise of the Warrants Securities and the Option 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 (or, if applicable, the earlier of (iOption Securities) 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 Securitiesare outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board Nasdaq 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Stock to be quoted listed on the OTC Bulletin Board Nasdaq SCM no later than the registration of the Registrable Securities Common Stock 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 other Transaction DocumentsRegistration Rights Agreement, the Debenture and the Warrants, the term "Effective EFFECTIVE Registration" shall mean: (i) mean that all registration obligations of the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in pursuant to the Registration Rights Agreement) is covered by an effective registration statement Agreement and this Agreement have been satisfied, such registration statement is not subject to any suspension or stop orders; (iii) order, the resale prospectus for the Common Stock issuable upon conversion and/or exercise of such securities may be effected pursuant to a the Securities and the Option Securities is current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities such shares of Common Stock are listed for trading on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none one of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.Approved

Registration and Listing; Effective Registration. Until such time as the earlier of (i) five (5) years from Exchange Notes are not outstanding and the Closing Date and (ii) the date on which the Investors neither hold any Registrable Securities nor Warrants have the right to acquire any Registrable Securitiesexpired, the Company will cause the Common Stock issuable upon the exercise of the Warrants to continue at all times to be registered under Section Sections 12(b) or Section 12(g(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 the earlier of (i) five (5) years from the Closing Date Exchange Notes and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable SecuritiesWarrants are not outstanding, the Company shall continue use its best efforts to cause the listing and/or quoting of the Registrable Securities Common Stock to be listed or quoted on the Nasdaq National Market System, Nasdaq Small Cap Market, New York Stock Exchange, American Stock Exchange, or OTC Bulletin Board or one of (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 Registrable Securities are Common Stock is listed and/or or quoted, as the case may be. The Company shall use its best efforts to cause the Registrable Securities Common Shares and Warrant Shares to be listed or quoted on one of the OTC Bulletin Board Approved Markets no later than the effectiveness of the registration of the Registrable Securities Common Shares and Warrant Shares under the 1934 Act, and at all times shall use its best efforts to continue such listing(s) and/or quoting 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 other Transaction Documentsforegoing, the term "Effective Registration" shall mean: (i) Noteholders acknowledge that the Company is not as of the date hereof in compliance with its reporting and filing obligations under the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement Exchange Act and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary shall not be in breach of this Agreement as a result of this noncompliance so long as the Company is subject to any bankruptcy, insolvency or similar proceedingregains compliance with such obligations within ninety (90) days after the date of Closing.

Registration and Listing; Effective Registration. Until the earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors Purchasers 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 the earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors Purchasers neither hold any Registrable Securities nor have the right to acquire any Registrable Securities, the Company shall continue the listing and/or quoting of the Registrable Securities on the OTC Bulletin Board 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 Registrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Registrable Securities to be quoted on the OTC Bulletin Board Nasdaq National Market System no later than the registration of the 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 other Transaction Documents, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: (i) the Company is in compliance has complied with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.its material obligations

Registration and Listing; Effective Registration. Until the 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 Securitiessuch time as no Series C Preferred Stock or Warrants 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 the 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 Securitiessuch time as no Series C Preferred Stock or Warrants are outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board Nasdaq 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 Registrable Common Stock is listed and the National Association of Securities are listed and/or quoted, as the case may beDealers ("NASD"). The Company shall cause the Registrable Securities Common Shares and the Warrant Shares to be quoted listed on the OTC Bulletin Board Nasdaq 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 Registrable Securities Common Shares or the Warrant Shares under the Act, and at all times shall continue such listing(s) and/or quoting on one of the Approved MarketsMarkets on which the Common Stock is listed. As used herein and in the other Transaction DocumentsRegistration Rights Agreement, the Articles of Amendment and the Warrants, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: mean that (ia) all registration obligations of the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in pursuant to the Registration Rights AgreementAgreement have been satisfied, (b) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; order, (iiic) the resale prospectus for each of the Common Shares issuable upon conversion of the Series C Preferred Stock and the Warrant Shares issuable upon exercise of the Warrants is current, (d) such securities may be effected pursuant to a current Common Shares and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities Warrant Shares are listed for trading on an one of the Approved Market Markets and are such trading has not subject to been suspended for any trading suspension; reason, (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vie) 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 the earlier of (i) five (5) years from the Closing Date such time as no Preferred Shares are outstanding and (ii) the date on which the Investors neither hold cease to own any Registrable Securities nor have Underlying Shares or the right to acquire any Registrable SecuritiesMandatory Exchange Date (as defined in the Certificate) has occurred, 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 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 the earlier of (i) five (5) years from the Closing Date such time as no Preferred Shares are outstanding and (ii) the date on which the Investors neither hold cease to own any Registrable Securities nor have the right to acquire any Registrable SecuritiesUnderlying Shares, the Company shall continue the listing and/or quoting and trading of the Registrable Securities Common Stock on the OTC Bulletin Board 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Underlying Shares to be quoted listed on the OTC Bulletin Board Nasdaq NMS no later than the registration of the Registrable Securities Underlying Shares under the Act, and at all times shall continue such listing(s) and/or quoting 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 other Transaction DocumentsRegistration Rights Agreement and the Certificate, the term "Effective Registration" shall mean: (i) mean that all obligations under this Section 3.1 have been satisfied, all registration obligations of the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in pursuant to the Registration Rights Agreement) is covered by an effective registration statement Agreement and this Exchange Agreement have been satisfied, such registration statement is not subject to any suspension or stop orders; (iii) order, the resale prospectus for the Underlying Shares issuable upon conversion of such securities may be effected pursuant to a the Preferred Shares is current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities such Common Shares are listed for trading on an one of the Approved Markets and such trading has not been suspended for any reason (other than a general suspension of trading on the applicable Approved Market for a period of not more than two Trading Days), and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.

Registration and Listing; Effective Registration. Until such time as no shares of Series A Preferred Stock or Warrants are subject to resale restrictions (as to time, volume, manner or otherwise) under Rule 144 under the 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 SecuritiesAct, the Company will Cityscape shall 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 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 the earlier such time as there are no shares 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 SecuritiesSeries A Preferred Stock or Warrants outstanding, the Company Cityscape shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board Nasdaq 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 Registrable Securities are listed and/or quoted, Common Stock is then trading. Cityscape shall undertake its best efforts to obtain the stockholder approval referenced in Section 2.1(b) as may be required for the case may be. The Company shall cause the Registrable Securities to be quoted on the OTC Bulletin Board no later than the registration issuance of the Registrable Securities under the Act, and at all times shall continue such listing(s) and/or quoting on one Common Shares issued upon conversion of the Approved MarketsSeries A Preferred Stock or Warrant Shares issuable upon exercise of the Warrant as promptly as practicable. As used herein and in the other Transaction DocumentsRegistration Rights Agreement, the Certificate of Designations and the Warrants the term "Effective Registration" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale mean that all registration obligations of Registrable Securities (as defined in Cityscape pursuant to the Registration Rights Agreement) is covered by an effective registration statement and Agreement have been satisfied, such registration statement is not subject to any suspension or stop orders; (iii) order, the prospectus for the resale of the 7 8 Common Shares issuable upon conversion of the Series A Preferred Stock and the Warrant Shares issuable upon exercise of the Warrants 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 securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities Common Shares are listed for trading on an Approved Market Nasdaq or such other national securities exchange on which the Common Stock is then trading, and are such trading has not subject to been suspended for any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.reason. Section 3.2

Registration and Listing; Effective Registration. Until the earlier second anniversary of (i) five (5) years from the Closing Date issuance of the Debentures and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable SecuritiesWarrants, the Company will cause the Common Stock issuable upon the exercise of the Warrants 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 the 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 Securitiessuch time as no Debentures or Warrants are outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board Nasdaq 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Stock to be quoted listed on the OTC Bulletin Board Nasdaq NM no later than the registration of the Registrable Securities Common Stock 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 other Transaction DocumentsRegistration Rights Agreement, the Debenture and the Warrants, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: (i) mean that all registration obligations of the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in pursuant to the Registration Rights Agreement) is covered by an effective registration statement Agreement and this Agreement have been satisfied, such registration statement is not subject to any suspension or stop orders; (iii) order, the resale prospectus for the Common Stock issuable upon conversion and/or exercise of such securities may be effected pursuant to a the Securities is current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities and such shares of Common Stock are listed for trading on an one of the Approved Market Markets and are such trading has not subject to been suspended for any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) 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 For so long as the 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 Securitiesare outstanding, the Company will cause the Common Stock issuable upon the exercise of the Warrants 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 the earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors neither hold any Registrable such time as no Securities nor have the right to acquire any Registrable Securitiesare outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board Nasdaq 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Stock to be quoted listed on the OTC Bulletin Board Nasdaq Small Cap Market no later than the registration of the Registrable Securities Common Stock 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 other Transaction Documents, the term "Effective Registration" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.

Registration and Listing; Effective Registration. Until For so long as the earlier of (i) five (5) years from the Closing Date Preferred Shares and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable SecuritiesWarrants are outstanding, the Company will use its commercially reasonable best efforts to cause the Common Stock issuable upon the exercise of the Warrants 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 the earlier of (i) five (5) years from the Closing Date such time as no Preferred Shares and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable SecuritiesWarrants are outstanding, the Company shall use its commercially reasonable best efforts to continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board Nasdaq 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Stock to be quoted listed on the OTC Bulletin Board Nasdaq National Market no later than the registration of the Registrable Securities Common Stock 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 herein, in the other Transaction DocumentsRegistration Rights Agreement, the Certificate, and the Warrants, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: (i) the Company is in material compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (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 Purchaser is characterized as an underwriter in the registration statement referred to in clause (ii) above.

Registration and Listing; Effective Registration. Until the 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 Securitiessuch time as no Debentures or Warrants 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 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 the 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 Securitiessuch time as no Debentures or Warrants are outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board 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 Registrable Common Stock is listed and the National Association of Securities are listed and/or quoted, as the case may beDealers ("NASD"). The Company shall cause the Registrable Securities Common Shares and the Warrant Shares to be quoted listed on the OTC Bulletin Board 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 Registrable Securities Common Shares or the Warrant Shares under the Act, and at all times shall continue such listing(s) and/or quoting on one of the Approved MarketsMarkets on which the Common Stock is listed. As used herein and in the other Transaction DocumentsRegistration Rights Agreement, the Debenture and the Warrants, the term "Effective Registration" shall mean: mean that (ia) all registration obligations of the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in pursuant to the Registration Rights AgreementAgreement and this Agreement have been satisfied, (b) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; order, (iiic) the resale 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, (d) such securities may be effected pursuant to a current Common Shares and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities Warrant Shares are listed for trading on an one of the Approved Market Markets and are such trading has not subject to bee suspended for any trading suspension; reason, (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vie) 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 For so long as the 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 Securitiesare 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 the earlier of (i) five (5) years from the Closing Date and (ii) the date on which the Investors neither hold any Registrable such time as no Securities nor have the right to acquire any Registrable Securitiesare outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Stock to be quoted listed on the OTC Bulletin Board Nasdaq National Market System no later than the registration of the Registrable Securities Common Stock 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 other Transaction Documents, the term "Effective RegistrationEFFECTIVE REGISTRATION" shall mean: (i) the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in the Registration Rights Agreement) is covered by an effective registration statement and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vi) none of the Company or any direct or indirect subsidiary of the Company is subject to any bankruptcy, insolvency or similar proceeding.

Registration and Listing; Effective Registration. Until the earlier second anniversary of (i) five (5) years from the Closing Date issuance of the Debentures and (ii) the date on which the Investors neither hold any Registrable Securities nor have the right to acquire any Registrable SecuritiesWarrants, the Company will cause the Common Stock issuable upon the exercise of the Warrants 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 the 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 Securitiessuch time as no Debentures or Warrants are outstanding, the Company shall continue the listing and/or quoting or trading of the Registrable Securities Common Stock on the OTC Bulletin Board Nasdaq 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 Registrable Securities are listed and/or quoted, as the case may beCommon Stock is listed. The Company shall cause the Registrable Securities Common Stock to be quoted listed on the OTC Bulletin Board Nasdaq NM no later than the registration of the Registrable Securities Common Stock 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 other Transaction DocumentsRegistration Rights Agreement, the Debenture and the Warrants, the term "Effective Registration" shall mean: (i) mean that all registration obligations of the Company is in compliance with the Transaction Documents; (ii) the resale of Registrable Securities (as defined in pursuant to the Registration Rights Agreement) is covered by an effective registration statement Agreement and this Agreement have been satisfied, such registration statement is not subject to any suspension or stop orders; (iii) order, the resale prospectus for the Common Stock issuable upon conversion and/or exercise of such securities may be the Securities is current and deliverable, the Purchaser is not identified as an "underwriter" in the registration statement effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstance; (iv) the securities are listed on an Approved Market and are not subject to any trading suspension; (v) no Interfering Event (as described in the Registration Rights Agreement) then exists; , and (vi) such shares of Common 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 the earlier of (i) five (5) years from the Closing Exchange Date and (ii) the date on which the Investors Purchaser neither hold holds any Registrable Securities nor have has 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 the earlier of (i) five (5) years from the Closing Exchange Date and (ii) the date on which the Investors Purchaser neither hold holds any Registrable Securities nor have has the right to acquire any Registrable Securities, the Company shall continue the listing and/or quoting of the Registrable Securities on the OTC Bulletin Board 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 Registrable Securities are listed and/or quoted, as the case may be. The Company shall cause the Registrable Securities to be quoted on the OTC Bulletin Board NASDAQ National Market System or one of the other Approved Markets no later than the registration of the 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 other Transaction Documents, the term "Effective Registration" shall mean: (i) the Company is in compliance has complied with its material obligations under all the Transaction DocumentsDocuments 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 and the Purchaser, except for those breaches or defaults which are capable of being cured and have been 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) is covered by an effective registration statement in accordance with the terms of the Registration Rights Agreement and such registration statement is not subject to any suspension or stop orders; (iii) the resale of such securities Registrable Securities may be effected pursuant to a current and deliverable prospectus that is not subject to any blackout or similar circumstancecircumstance (including a prospectus supplement filed with the SEC in accordance with the terms of the Warrant following any Issuer Notice (as defined therein)); (iv) the securities such Registrable Securities are listed listed, or approved for listing prior to issuance, on an Approved Market and are not subject to any trading suspensionsuspension (nor shall trading generally have been suspended on such exchange or market), and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common 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 Transaction Documents; (vi) no Interfering Event (as described in the Registration Rights Agreement) then exists; and (vivii) 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, or states that it is unable to pay or is unable to pay, its debts generally as they become due; (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 any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.